CAROLINA FIRST CORP, PRE 14A, 2000-03-02

CAROLINA FIRST CORP
PRE 14A, 2000-03-02
STATE COMMERCIAL BANKS

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PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material under Rule 14a-12

Carolina First Corporation
-----------------------------------------------
(Name of Registrant as Specified in its Charter)

William S. Hummers III
--------------------------------------
(Name of Person Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

<S> <C>
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:________________
(2) Aggregate number of securities to which transaction applies:________________
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined):______________________________________
(4) Proposed maximum aggregate value of transaction:________________________
(5) Total Fee Paid:______________________________________________________

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ___________________________________________
(2) Form, Schedule or Registration Statement No.: _________________________
(3) Filing Party: ______________________________________________________
(4) Date Filed: _______________________________________________________
</TABLE>

<PAGE>

CAROLINA FIRST CORPORATION

102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601

March 15, 2000

Dear Shareholder:

On behalf of the Board of Directors, I am pleased to invite you to
attend the Annual Meeting of Shareholders of Carolina First Corporation to be
held in the Gunter Theatre, Peace Center for the Performing Arts, 300 South Main
Street, Greenville, South Carolina, on Wednesday, April 19, 2000 at 10:30 a.m.

The attached Notice of the Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Annual Meeting. During the Annual
Meeting, we will report on the operations of Carolina First Corporation and its
subsidiaries. Directors and officers of Carolina First Corporation and its
subsidiaries, as well as representatives of KPMG LLP, our independent auditors,
will be present to respond to any questions shareholders may have.

To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card as soon as possible, even
if you currently plan to attend the Annual Meeting. This will not prevent you
from voting in person, but will ensure that your vote will be counted if you are
unable to attend.

Sincerely,

Mack I. Whittle, Jr.
President and Chief Executive Officer

<PAGE>

CAROLINA FIRST CORPORATION

102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7900

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2000

To the Shareholders of Carolina First Corporation:

The Annual Meeting of Shareholders (the "Annual Meeting") of Carolina
First Corporation (the "Company") will be held on April 19, 2000 at 10:30 a.m.,
Greenville time, in the Gunter Theatre, Peace Center for the Performing Arts,
300 South Main Street, Greenville, South Carolina for the following purposes:

1. To amend the Company's Articles of Incorporation to change its
name to The South Financial Group, Inc.

2. To set the number of Directors at 12 and to elect four
Directors to hold office until their respective terms expire
or until their successors are duly elected and qualified.

3. To approve the Company's Amended and Restated Fortune 50 Plan.

4. To amend the Company's Amended and Restated Stock Option Plan
to increase the shares available for issuance by 1,000,000;

5. To amend the Company's Amended Common Stock Dividend
Reinvestment Plan to increase the shares available for
issuance by 150,000; and

6. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 1, 2000
will be entitled to vote at the Annual Meeting.

By Order of the Board of Directors,

William S. Hummers III
Secretary
Greenville, South Carolina
March 15, 2000

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE POSTAGE-PAID
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU WISH, YOU
MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING.

<PAGE>

CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601

----------------------
PROXY STATEMENT
----------------------

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 19, 2000

This Notice of Annual Meeting, Proxy Statement and Proxy (these "Proxy
Materials") are being furnished to the shareholders of Carolina First
Corporation ("Carolina First") in connection with a solicitation of proxies by
the Company's Board of Directors. This solicitation is being made in connection
with the Annual Meeting of Shareholders (the "Annual Meeting") to be held in the
Gunter Theatre, Peace Center for the Performing Arts, 300 South Main Street,
Greenville, South Carolina at 10:30 a.m. on April 19, 2000. These Proxy
Materials are being mailed on approximately March 15, 2000.

WHO IS ENTITLED TO VOTE; OTHER VOTING MATTERS

Shareholders of record as of the close of business on March 1, 2000 of
the Company's $1.00 par value per share common stock ("Common Stock") will be
entitled to vote at the Annual Meeting. At the close of business on that day,
25,402,587 shares of Common Stock were outstanding. Holders of Common Stock are
entitled to one vote per share on each matter presented at the Annual Meeting.
Shares of Common Stock may be voted in person or by proxy. The presence, either
in person or by proxy, of holders of shares representing a majority of the
outstanding Common Stock on March 1, 2000 is necessary to constitute a quorum at
the Annual Meeting. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting. In connection with the
election of directors, abstentions and broker non-votes are not counted in
determining the votes cast for directors. For the amendment of the Company's
articles of incorporation, abstentions and broker non-votes are counted as votes
against the proposal For all other proposals, abstentions and broker non-votes
are not counted as positive votes. Shareholders do not have cumulative voting
rights with respect to the election of directors.

AVAILABILITY OF VOTING BY PROXY; REVOCABILITY OF PROXIES

Shares represented by a properly executed proxy (such as the form of
proxy included with these Proxy Materials) will be voted in accordance with the
instructions on such proxy. If a returned proxy does not specify otherwise, the
shares represented thereby will be voted in favor of all proposals set forth
herein. Proxies may be revoked at any time prior to their being voted at the
Annual Meeting by oral or written notice to William S. Hummers III at Carolina
First Corporation, 102 South Main Street, Greenville, South Carolina 29601,
(864) 255-7913 or by execution and delivery of a subsequent proxy or by
attendance and voting in person at the Annual Meeting.

SOLICITATION OF PROXIES

This proxy solicitation is made by the Company, and it will bear the
cost associated with this solicitation, including the cost of preparing,
handling, printing and mailing these Proxy Materials. Proxies will be solicited
principally through these Proxy Materials. However, the Company has also engaged
the firm of Georgeson Shareholder Communications, Inc. ("Georgeson") as proxy
solicitors to assist the Company in this proxy solicitation. Employees of
Georgeson may contact shareholders by mail, by telephone or through personal
solicitation. The Company expects to pay Georgeson approximately $8,500 in
connection with such services. Proxies may also be solicited by telephone or
through personal solicitation conducted by regular

1
<PAGE>

employees of the Company. Employees and officers will be reimbursed for the
actual out-of-pocket expenses incurred in connection with such solicitation.
Banks, brokers and other custodians are requested to forward these Proxy
Materials to their customers where appropriate, and the Company will reimburse
such banks, brokers and custodians for their reasonable out-of-pocket expenses
incurred in sending these Proxy Materials to beneficial owners of the shares.

PROPOSAL TO CHANGE THE COMPANY'S NAME TO
THE SOUTH FINANCIAL GROUP, INC.
(ITEM 1 ON THE PROXY)

REASONS FOR NAME CHANGE AND VOTE REQUIRED

The Company was created in 1986 with the mission of offering the
highest level of banking and financial services within South Carolina. Over the
past 13 years, it has fulfilled that mission, and in doing so, has grown to over
$3.5 billion in assets. In 1999, the Company expanded its operations into
Florida, and assuming its proposed acquisition of Anchor Financial Corporation
is consummated, it will soon have operations in North Carolina.

In view of this geographic expansion, the Company has determined that
its name should reflect its broader geographic base of operations. The Company
also believes that its name should reflect the changing reality of financial
institutions--that they are providing not just banking services, but a variety
of financial products, including insurance and securities-related services. With
this in mind, the Company proposes to rename itself "The South Financial Group,
Inc." This is a name that reflects the broader geographic focus of the Company.
Furthermore, "Financial Group" is thought to suggest the provision of a wide
variety of financial services that will characterize successful financial
institutions in the future.

This name change requires that the Company's Articles of Incorporation
be amended. Such amendment requires the approval of the holders of two-thirds of
the outstanding shares of Common Stock. Abstentions and broker non-votes will be
treated as votes against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT CHANGING THE NAME OF
THE COMPANY.

ELECTION OF DIRECTORS
(ITEM 2 ON THE PROXY)

GENERAL INFORMATION REGARDING ELECTION OF DIRECTORS

The number of directors is determined by the shareholders, but may be
amended by the Board of Directors between annual meetings to the extent
permitted by South Carolina law. The Board is currently comprised of 13 persons.
However, Vernon E. Merchant (presently a Company director) is not standing for
reelection pursuant to applicable provisions in the Company's Bylaws regarding
age of directors. Accordingly, management proposes to set the number of Company
directors at 12 persons.

The Board of Directors is divided into three classes. At each annual
meeting, the Company's shareholders elect the members of one of the three
classes to three-year terms. At this Annual Meeting, four directors in the class
whose term is expiring at this Annual Meeting are being nominated for election.

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<PAGE>

Directors will be elected by a plurality of votes cast at the Annual
Meeting. Abstentions and broker non-votes with respect to Nominees will not be
considered to be either affirmative or negative votes. Shareholders do not have
cumulative voting rights with respect to the election of directors.

IDENTIFICATION OF NOMINEES

Management proposes to nominate to the Board of Directors the four
persons listed as Nominees in the table below. Each of the Nominees is currently
serving as a Director. If elected, each Nominee will serve until the expiration
of his respective term and until his successor is duly qualified. Unless
authority to vote for one or more Nominees is "WITHHELD," the persons named in
the accompanying Proxy intend to vote FOR the election of these Nominees.
Management believes that all such Nominees will be available and able to serve
as Directors. However, should any Nominee become unable to accept election, the
person named in the Proxy intends to vote for the election of such other persons
as management may recommend.

The following table sets forth the names and ages of the Nominees for
Directors and the Directors continuing in office, the positions and offices with
the Company held by each such person, and the period that each such person has
served as a Director.

NAME AGE POSITION OR OFFICE WITH THE COMPANY DIRECTOR SINCE
- ---- --- ----------------------------------- --------------

NOMINEES FOR DIRECTOR (FOR TERMS EXPIRING IN 2003)

<S> <C> <C> <C>
M. Dexter Hagy 55 Director 1993
H. Earle Russell, Jr. 58 Director 1997
William R. Timmons, Jr. 76 Chairman of the Board of Directors 1986
Samuel H. Vickers 64 Director 1999

DIRECTORS CONTINUING IN OFFICE (FOR TERMS EXPIRING IN 2001)

Judd B. Farr 74 Director 1994
C. Claymon Grimes, Jr. 77 Director 1990
Elizabeth P. Stall 68 Director 1986
David C. Wakefield III 56 Director 1997

(FOR TERMS EXPIRING IN 2002)

William S. Hummers III 54 Executive Vice President, Secretary 1990
Charles B. Schooler 71 Director 1990
Eugene E. Stone IV 61 Director 1996
Mack I. Whittle, Jr. 51 President, Chief Executive Officer 1986

</TABLE>

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOUR NOMINEES FOR DIRECTOR.
---

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held eight meetings in 1999. No Director attended less than 75%
of the aggregate of these board meetings and meetings for committees on which
such Director served.

The Board has an Audit Committee which reviews the audit plan, the
results of the audit engagement of the Company's accountants, the scope and
results of the Company's procedures for internal auditing and internal control,
and the internal audit reports of the Company's subsidiaries. The Audit
Committee was responsible for reviewing the Company's Year 2000 issues. The
Audit Committee is currently comprised of Mr. Grimes, Dr. Russell, Dr. Schooler
and Mr. Vickers. The Audit Committee met three times during 1999. All current
members were present at each of the meetings.

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The Board has a Compensation Committee which reviews the Company's
compensation policies and makes recommendations regarding senior management
compensation. Its report is set forth herein. The Compensation Committee is
currently comprised of Mr. Farr, Mr. Hagy, Ms. Stall and Mr. Stone. The
Compensation Committee met three times during 1999. All members were present at
all meetings. No members of the Compensation Committee are officers or employees
of the Company or its subsidiaries.

The Board has a Nominating Committee comprised of Mr. Hagy, Ms. Stall,
Mr. Timmons and Mr. Whittle. The Nominating Committee did not meet in 1999. The
Nominating Committee will consider nominees recommended by security holders. Any
such recommendations should be made in writing and delivered to the Company's
principal offices before December 1 of each year.

EXECUTIVE OFFICERS

The Company's executive officers are appointed by the Board of Directors
and serve at the pleasure of the Board. The following persons serve as executive
officers of the Company.

NAME AGE COMPANY OFFICES CURRENTLY HELD COMPANY OFFICER SINCE
- ---- --- ------------------------------ ----------------------

<S> <C> <C> <C>
Mack I. Whittle, Jr. 51 President and Chief Executive Officer 1986
William S. Hummers III 54 Executive Vice President, Secretary 1988
James W. Terry, Jr. 52 President of Carolina First Bank 1991
John C. DuBose 48 Executive Vice President 1998
Michael W. Sperry 54 Executive Vice President 1998
William J. Moore 65 Executive Vice President 1998

</TABLE>

BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

Mr. DuBose joined the Company in December 1998 as Executive Vice
President and Chief Operations Officer/Chief Technology Officer. From 1991 to
1998, Mr. DuBose was Director of Technology Services for Barnett Bank in
Jacksonville, Florida.

Mr. Farr is the owner and President of Greenco Beverage, Inc., a
distributorship headquartered in Greenville, South Carolina. Mr. Farr has served
as President since the opening of Greenco Beverage, Inc. in 1965.

Mr. Grimes is an attorney in private practice in Georgetown, South
Carolina.

Mr. Hagy is a principal of Vaxa Capital Management, LLC, an investment
management firm formed in 1995, and President of Vaxa Corporation, an investment
holding company formed in 1987, located in Greenville, South Carolina. Since
January 1996, Mr. Hagy has been Chairman and Chief Executive Officer of BPM
Technology, Inc., a development stage producer of printing equipment used in
engineering design offices.

Mr. Hummers joined the Company in June 1988 in his present capacity. He
is also a director of World Acceptance Corporation.

Mr. Moore joined the Company in July 1998 as Executive Vice President.
In December 1995, he retired from his position as Senior Vice President for Sun
Trust Banks, Inc. where he was President and Chief

4
<PAGE>

Executive Officer of SunTrust Bank Cards, N.A., a special purpose credit card
bank. Upon retirement, Mr. Moore formed a private consulting practice which was
terminated upon his employment with the Company.

Dr. Russell is a surgeon in Greenville, South Carolina.

Dr. Schooler is an optometrist in Georgetown, South Carolina.

Mr. Sperry joined the Company in November 1998 as Executive Vice
President and Chief Credit Officer. From 1990 to 1995, Mr. Sperry was Executive
Vice President and Chief Credit Officer of Southern National Corporation in
Winston-Salem, North Carolina. From 1996 to 1998, he was Senior Executive Vice
President and Manager of Commercial Loan Administration for BB&T Corporation in
Winston-Salem, North Carolina.

Ms. Stall is a private investor and community volunteer in Greenville,
South Carolina.

Mr. Stone currently serves as CEO of Stone International, LLC. He
formerly served as Chairman of Umbro International, Inc. (formerly known as
Stone Manufacturing). Mr. Stone is a director of the Liberty Corporation.

Mr. Terry has served as the President and a Director of Carolina First
Bank since 1991. From 1986 to 1991, Mr. Terry was Senior Vice President and
Regional Executive for First Union National Bank of South Carolina in
Greenville, South Carolina.

Mr. Timmons is Chairman of Canal Insurance Company, a nationwide
insurer of commercial motor vehicles ("Canal"). From 1947 until 1993, Mr.
Timmons served as Canal's First Vice President and Secretary.

Mr. Vickers is Chairman and CEO of Design Containers, Inc., a packaging
system manufacturer located in Jacksonville, Florida. Mr. Vickers has served as
Chairman since 1973.

Mr. Wakefield is Partner of Wakefield Enterprises, LLC, a real estate
development company, since 1998. From November 1997 to December 1998, Mr.
Wakefield served as an independent consultant to the Company following the
Company's acquisition of First Southeast Financial Corporation ("First
Southeast"). Mr. Wakefield was President and Chief Executive Officer of First
Southeast since its formation in 1993 and President and Chief Executive Officer
of First Federal Savings and Loan Association of Anderson, a subsidiary of First
Southeast, since 1991.

Mr. Whittle has been President and CEO of the Company since its
organization in 1986. From 1986 until 1991, Mr. Whittle also served as President
of Carolina First Bank and is currently Chairman and Chief Executive Officer of
Carolina First Bank. Mr. Whittle is a director of Net.B@nk, Inc.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION OF DIRECTORS

During 1999, each non-officer Director's total compensation was valued
at $30,000, assuming that the Director attended all meetings. Meeting fees were
$500 for each Board of Directors' meeting and committee meeting attended. In
2000, fees for committee chairmen were increased to $1,000 per meeting. A total
of 60% of each Company Director's total compensation was paid in the form of
options to purchase Common Stock, which was valued based on the Black-Scholes
valuation method. The balance was paid in cash.

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<PAGE>

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth information concerning all compensation
paid by the Company and its subsidiaries during the fiscal years ended December
31, 1999, 1998 and 1997, to the Company's CEO and to each of the four most
highly compensated executive officers other than the CEO (collectively the
"Named Executive Officers") for services rendered in all capacities to the
Company and its subsidiaries. For purposes of the table, all bonus and incentive
plan award amounts listed for a particular year (including annual bonus
compensation and Long Term Compensation payments) were actually paid in February
of the following year. For example, the restricted stock awards for 1999 were
made in February 2000, but are listed as 1999 compensation, because the awards
were earned as of December 31, 1999.

Long Term Compensation
------------------------------------------------
Annual Compensation Awards Payouts
--------------------------------- ----------------------- ----------------------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compen- Awards Options/ Payouts Compensation
Principal Position Year ($) ($) sation ($) SARs (#) ($) ($)
------------------ ---- ------ ------ -------- -------- ---------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mack I. Whittle, Jr. 1999 346,600 ---- (1) 293,825 (2) 34,475 81,170 99,650 (3)
President, Chief Executive 1998 325,382 205,440 (1) ---- 83,581 -- 65,467
Officer 1997 298,330 177,436 (1) 73,336 72,583 73,343 50,872

William S. Hummers III 1999 212,260 ---- (1) 89,425 (4) 10,700 24,704 54,400 (5)
Executive Vice President 1998 192,550 120,430 (1) -- 31,889 -- 56,967
1997 181,900 105,147 (1) 43,473 51,836 43,473 59,316

James W. Terry, Jr. 1999 203,280 ---- (1) 89,425 (6) 10,700 24,704 37,700 (7)
President 1998 191,600 79,249 (1) -- 10,969 -- 29,467
Carolina First Bank 1997 186,585 92,782 (1) 35,991 36,672 35,989 30,732

John C. DuBose 1999 208,380 ---- (1) 89,425 (8) 10,700 24,704 31,900 (9)
Executive Vice President 1998 65,000 ---- (1) -- 25,000 -- ----
1997 ---- ---- ---- ---- ---- ---- ----

Michael W. Sperry 1999 159,166 ---- (1) 89,245 (10) 10,970 24,704 11,900 (11)
Executive Vice President 1998 21,667 7,498 (1) -- 13,000 ---- ----
1997 ---- ---- ---- ---- ---- ---- ----
</TABLE>

- -------------------------------
(1) Certain amounts may have been expended by the Company which may have had
value as a personal benefit to the executive officer. However, the total
value of such benefits did not exceed the lesser of $50,000 or 10% of the
annual salary and bonus of such executive officer.

(2) At December 31, 1999, Mr. Whittle held a total of 1,140 shares of
restricted stock awarded pursuant to the Restricted Stock Plan and had
earned 16,100 shares pursuant to the LTIP Plan having an aggregate market
value as of December 31, 1999 of $314,630. Dividends are payable on the
restricted stock to the extent paid on the Company's Common Stock
generally.

(3) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Whittle to match fiscal 1999
pre-tax deferral contributions, all of which was vested, (ii) $2,300
contributed to the Company's Employee Stock Ownership Plan (the "ESOP"),
and (iii) $87,750 in premiums paid by the Company on behalf of Mr.
Whittle with respect to insurance not generally available to all Company
employees.

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(4) At December 31, 1999, Mr. Hummers held a total of 674 shares of
restricted stock awarded pursuant to the Restricted Stock Plan and had
earned 4,900 shares pursuant to the LTIP Plan having an aggregate market
value as of December 31, 1999 of $101,725. Dividends are payable on the
restricted stock to the extent paid on the Company's Common Stock
generally.

(5) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Hummers to match fiscal 1999
pre-tax deferral contributions, all of which was vested, (ii) $2,300
contributed to the ESOP, and (iii) $42,500 in premiums paid by the
Company on behalf of Mr. Hummers with respect to insurance not generally
available to all Company employees.

(6) At December 31, 1999, Mr. Terry held a total of 558 shares of restricted
stock awarded pursuant to the Restricted Stock Plan and had earned 4,900
shares pursuant to the LTIP Plan having an aggregate market value as of
December 31, 1999 of $99,608. Dividends are payable on the restricted
stock to the extent paid on the Company's Common Stock generally.

(7) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Terry to match fiscal 1999
pre-tax deferral contributions, of which all was vested, (ii) $2,300
contributed to the ESOP, and (iii) $25,800 in premiums paid by the
Company on behalf of Mr. Terry with respect to insurance not generally
available to all Company employees.

(8) At December 31, 1999, Mr. DuBose had earned 4,900 shares of restricted
stock pursuant to the LTIP Plan having an aggregate market value as of
December 31, 1999 of $89,425. Dividends are payable on the restricted
stock to the extent paid on the Company's Common Stock generally.

(9) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. DuBose to match fiscal 1999
pre-tax deferral contributions, of which 20% was vested, (ii) $2,300
contributed to the ESOP, and (iii) $20,000 in premiums paid by the
Company on behalf of Mr. DuBose with respect to insurance not generally
available to all Company employees.]

(10) At December 31, 1999, Mr. Sperry had earned 4,900 shares pursuant to the
LTIP Plan having an aggregate market value as of December 31, 1999 of
$89,425. Dividends are payable on the restricted stock to the extent paid
on the Company's Common Stock generally.

(11) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Sperry to match fiscal 1999
pre-tax deferral contributions, 20% of which was vested and (ii) $2,300
contributed to the ESOP.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors, which is composed
solely of non-officer directors, works with Company management in establishing
the underlying philosophy and principles of the Company's compensation system.
These principles and philosophy are then reviewed and approved by the full Board
of Directors. This Report discusses the philosophy, principles, and policies
underlying the Company's compensation programs that were in effect during 1999
and which will be applicable in 2000.

OUR GUIDING PRINCIPLES

The Compensation Committee of Carolina First is committed to
administering a compensation program that espouses the company's values, drives
corporate results and supports the Long and Short Range goals of the Company.
Our compensation philosophy is therefore grounded by three principles - TIE PAY
TO PERFORMANCE, ALIGN EXECUTIVE AND SHAREHOLDER INTERESTS, AND CHALLENGE
EXECUTIVES THROUGH "STRETCH GOALS". This program is intended to result in
competitive compensation packages, which we believe will attract and retain the
talent needed to generate outstanding company performance.

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<PAGE>

TIE PAY TO PERFORMANCE

We believe that strong performance deserves higher pay than average
performance, and this principle is reflected by Carolina First's fixed and
variable compensation programs to executives. Fixed compensation is in the form
of base salaries, which are targeted at the median of national financial
services market surveys.

Variable compensation is obtained through Carolina First's Short and
Long-Term Incentive Plans. Both plans provide for compensation that can be
earned only by meeting or exceeding pre-determined performance goals. These
plans provide the necessary balance between meeting current performance
objectives, while simultaneously building a foundation for long-term success.
While on average 60% of executive pay is variable, the actual amount of
incentive pay is subject to performance.

ALIGN EXECUTIVE AND SHAREHOLDER INTERESTS

The Compensation Committee believes that one of the best ways to align
executive and shareholder interest is through stock ownership. Although the
Company does not currently have stock ownership guidelines for executives, the
Company encourages all of its executive officers to hold a significant amount of
Company stock and promotes this goal through the Long-Term incentive programs
where incentives are paid in stock options and performance stock. By holding a
significant ownership stake in the company, executives are placed in the same
position as shareholders - they will only realize value when shareholders
realize value, through stock price appreciation.

CHALLENGE EXECUTIVES THROUGH "STRETCH" GOALS

The Compensation Committee believes that by setting high performance
standards for executives, a high performance culture will develop which will
lead to sustained company achievement. To challenge executives, the incentive
compensation programs emphasize "stretch goals". Both the Short and Long-Term
Incentive Plans focus on reaching and exceeding established performance goals,
which are set by the Compensation Committee and approved by the Board of
Directors. The goals are developed to reflect what the Committee considers will
be superior performance for the Company. In determining performance goals, the
Committee gives significant and careful consideration to the historical and
projected performance of the Company's performance peer group.

SHORT TERM INCENTIVE PLAN

The Short-Term Incentive Plan is designed to reward executives for
performance contributions that have impacted the overall success of the Company
or its operating units during the fiscal year. The Short-Term Incentive Plan is
intended to motivate employees and direct their efforts toward achievement of
key annual performance objectives. The Company focuses on the following areas of
performance:

earnings per share, asset quality (i.e. non-performing assets as a percent of
total loans and net charge-offs as a percent of total loans), certain strategic
incentives (such as average deposits per branch), and leverage (such noninterest
expense less noninterest income as a percent of average assets).

The relative weighting of these measures is customized on an individual
basis to reflect specific roles, responsibilities, and objectives.

The Short-Term Incentive Plan establishes a point system, which
determines cash incentive awards based on the extent to which the Company meets
performance goals. Each goal is considered separately. If one goal falls below
threshold, the other three goals are evaluated on their own merit. The threshold
level of

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performance is 85% of a particular performance goal. At this level, executives
receive only 35% of the targeted incentive for that goal. Any performance less
than the threshold level will result in no cash incentive. If the Company
achieves 125% of a performance goal, the cash incentive will be 150% of target.

In addition, a corporate profitability modifier allows Short-Term
Incentive Plan awards to be adjusted up or down based on overall corporate
financial performance. The modifier can reduce incentive plan awards if overall
performance falls below expectations or increase awards if overall corporate
performance exceeds expectations.

BEFORE THE FISCAL YEAR BEGINS

As part of the planning process, the Compensation Committee establishes
superior standards of performance consistent with the "stretch-goal" philosophy
of the Committee. A target incentive is created for each eligible executive.
This target ranges from 35% to 50% of base salary, depending on the executive,
if 100% of the performance goals are met.

The Board of Directors approves each of the measures and target
incentives. The Company communicates threshold, target, and superior award
opportunities to each eligible executive officer.

AFTER FISCAL YEAR END

Corporate financial statements are generated, and the Company
determines whether it was successful in achieving its performance measures.

Because of overall earnings performance, no payments were made in 1999
under the Short Term Incentive Plan.

LONG-TERM INCENTIVE PLAN

The primary objective of the Long-Term Incentive Plan is to link a
significant portion of executive compensation to Company performance
achievements over a multi-year period. The Long-Term Incentive Plan focuses on
strategic financial success factors, which are intended to align the interest of
the Company's executives and shareholders. The Long-Term Incentive Plan is
structured with three-year "performance cycles" and consists of two components:
stock options and performance shares. The stock option and performance share
awards provide a long-term incentive opportunity targeted at the top quartile of
the performance peer group. The Long-Term Incentive Plan is structured to
provide 50% of the total award opportunity in stock options and 50% in
performance shares if the target goals are met exactly.

As the situation warrants, the Compensation Committee may consider
additional forms of long-term compensation (e.g., restricted stock, performance
units, direct equity participation in joint ventures, etc.) to appropriately
reward those executives for being entrepreneurial and innovative in creating
value for the Company.

STOCK OPTION ELEMENT

The Long-Term Incentive Plan provides for the grant of stock options
over the three-year performance period. At the beginning of the performance
period the Compensation Committee determines the grant size for each executive.
The number of options granted is based on a number of factors, including
competitive grant practices from national financial services surveys, the
participant's level of responsibility, the ability of the participant to
influence future performance of the Company, and the desired mix of long-term
incentive

9
<PAGE>

vehicles. Each year the executive receives a fixed stock option grant based on
one-third of the executive's total grant (for the performance period). The
exercise price will reflect fair market value at the time of grant. Executives
will only realize value from the options if the share price appreciates during
the option term.

The Company's policy is not to reprice stock options.

PERFORMANCE SHARE ELEMENT

The Compensation Committee also awards shares of common stock to
Long-Term Incentive Plan participants that will be earned only if Company
performance goals are achieved during the three-year performance period. The two
goals for the 1997-1999 performance cycle were based on achieving targeted (1)
average annual total shareholders return ("TSR") during the three-year cycle
versus the performance peer group and (2) cumulative earnings per share for this
cycle.

The number of shares awarded is based on performance achievements. If
Company performance does not reach threshold levels, no performance shares will
be distributed; if only threshold performance is achieved, 25% of the targeted
award will be given. If a superior level of performance is achieved (i.e.,
maximum), 150% of the targeted reward will be given.

Grants of performance shares are made on a biennial basis for
overlapping three-year performance cycles. Therefore, an overlapping 1999-2001
cycle followed the 1997-1999 performance cycle. The Compensation Committee may
establish different performance goals for each cycle. As of year-end 1999, the
Company failed to achieve its 1997-1999 cycle total shareholder return goal and
earning per share goal. As a result, executives received only a portion of the
targeted performance shares.

DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code of 1986 stipulates that
publicly held companies are denied a deduction for compensation in excess of
$1,000,000, unless such compensation is performance based. Currently, it is the
Company's policy not to pay compensation in excess of the amount referenced in
Section 162(m). However, in the event the compensation were to exceed this
limit, the Company will review its compensation plans to determine the
appropriateness of changing the compensation plan to comply (so that
compensation payable under such plans remains deductible).

CEO COMPENSATION

Mr. Whittle's 1999 compensation consisted of base salary, cash
incentives, stock options, and certain perquisites (which did not exceed 10% of
base salary and incentives). The Compensation Committee determined Mr. Whittle's
base salary of $310,000 at the beginning of the year. The Committee established
Mr. Whittle's base salary by analyzing compensation levels of other chief
executive officers of comparable size banks based on national financial services
surveys. In addition to base salary, Mr. Whittle received an automobile
allowance of $36,600. Mr. Whittle's cash incentive was determined in accordance
with the Short- Term Plan and was targeted at 50% of base salary if all
performance measures were achieved. Actual performance resulted in Mr. Whittle
receiving no cash incentive.

Compensation Committee: Eugene E. Stone IV, Judd B. Farr, M. Dexter Hagy,
Elizabeth P. Stall

STOCK OPTIONS

10
<PAGE>

The following table sets forth information regarding option grants with
respect to Common Stock made by the Company to the Named Executive Officers
during 1999.

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
- -----------------------------------------------------------------------------------------------------

Number of % of Total Fair Market
Securities Options Value per Share
Underlying Granted to of Common Exercise
Options Granted Employees Stock at Time Price Expiration Grant Date
Name (#) in 1999 of Grant(1) ($/Sh) Date(2) Valuation
- ----- --------------- ---------- --------------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mack I. Whittle, Jr. 34,475 6.42 % $22.340 $22.340 08/18/09 $325,965 (3)
William S. Hummers III 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170 (3)
James W. Terry, Jr. 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170 (3)
John C. DuBose 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170 (3)
Michael W. Sperry 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170 (3)
270 0.05 % $21.063 $21.063 02/17/09 $ 2,327 (4)

</TABLE>

- -------------------------------------
(1) The number shown is the average of the closing bid and ask prices of a
share of Common Stock as quoted on the Nasdaq National Market on the
date of grant.

(2) The plan pursuant to which the options were granted sets forth certain
earlier expiration dates upon the option holder's termination of
employment.

(3) Calculated by using the Black-Scholes option-pricing model with the
following assumptions: dividend yield of 2.50%, expected volatility of
38%, risk-free interest rate of 5.79% and expected lives of 5 years.

(4) Calculated by using the Black-Scholes option-pricing model with the
following assumptions: dividend yield of 2.50%, expected volatility of
38%, risk-free interest rate of 4.95% and expected lives of 5 years.

11
<PAGE>

OPTION EXERCISES

The following table sets forth certain information with respect to
options to purchase shares of Common Stock held by the Named Executive Officers
and as to the number of shares covered by both exercisable and unexercisable
stock options in 1999. Also reported are the values for the "in-the-money"
options which represent the positive spread between the exercise price of any
such existing stock option and the year-end fair market value of the Common
Stock. None of the Named Executive Officers exercised stock options during 1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 1999 Fiscal at 1999 Fiscal
Year-End (#) Year-End ($) (1)
Shares Value ------------------------ -------------------------
Acquired on Realized
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Mack I. Whittle, Jr. ----- ----- 62,850 / 139,776 $67,130 / $23,135

William S. Hummers III ----- ----- 39,158 / 62,509 33,874 / 7,296

James W. Terry, Jr. ----- ----- 29,079 / 34,892 24,963 / 4,301

John C. DuBose ----- ----- 25,000 / 10,700 ----- / -----

Michael W. Sperry ----- ----- 2,600 / 21,370 ----- / -----
</TABLE>

- -----------------------------------
(1) The indicated value is based on exercise prices ranging from $14.58 to
$31.26 per share and a per share value of $18.25, which was the closing
market price of a share of the Company's Common Stock on December 31,
1999 as reported by the Nasdaq National Market.

LONG-TERM INCENTIVE PLAN

The following table sets forth information concerning awards made under
the Long-Term Plan.

LONG-TERM INCENTIVE PLAN AWARDS

Estimated Future Payouts under
Non-Stock Price-Based Plans(2)
-----------------------------------------
Performance Period
Number of Until Maturation Threshold Target Maximum
Name Shares (1) or Payout (2) Shares Shares Shares
- ---- ---------- ------------------ ------------ ------------- ----------

<S> <C> <C> <C> <C>
Mack I. Whittle, Jr. 16,100 Two years 3,344 13,375 20,863

William S. Hummers III 4,900 Two years 1,000 4,000 6,000

James W. Terry, Jr. 4,900 Two years 1,000 4,000 6,000

John C. DuBose 4,900 Two years 1,000 4,000 6,000

Michael W. Sperry 4,900 Two years 1,000 4,000 6,000
</TABLE>

- ------------------------------------
(1) Represents restricted stock awards made in 2000 for the cycle ended
December 31, 1999.
(2) For the cycle ended December 31, 2001.

12
<PAGE>

EMPLOYMENT CONTRACTS

The Company has entered into Noncompetition, Severance and Employment
agreements with John C. DuBose, William S. Hummers III, James W. Terry, Jr. and
Mack I. Whittle, Jr. and has entered into a Change of Control Agreement with
Michael W. Sperry. The agreements are summarized below. However, this summary is
qualified in its entirety by reference to the agreements themselves, copies of
which may be obtained, without charge, by written request to the Company at its
principal executive offices, Att.: William S. Hummers III.

JOHN C. DUBOSE. Under his agreement, Mr. DuBose is given duties and
authority typical of similar executives, and the Company is obligated to pay him
an annual salary determined by the Board. In addition, the Board may pay Mr.
DuBose an additional incentive cash bonus pursuant to the Company's Short-Term
Incentive Compensation Plan and such incentive compensation as may become
payable to him under the Company's Long-Term Incentive Compensation Plan and
certain other typical executive benefits. Mr. DuBose's agreement has a rolling
term of one year and extends automatically until either party gives notice to
the other, at which point the term becomes fixed to one year from the date of
the notice.

Mr. DuBose may terminate the agreement within 12 months of a change of
control (as defined in the agreement) if (i) there is a VOLUNTARY TERMINATION,
(ii) the Company materially breaches the agreement and fails to cure the breach
within 30 days of notice from Mr. DuBose, or (iii) he has GOOD REASON (clauses
(i), (ii) and (iii) being hereinafter referred to as "Legitimate Executive
Reasons"). If Mr. DuBose terminates his employment other than for Legitimate
Executive Reasons, the Company's obligations under the agreement cease as of the
date of such termination. If Mr. DuBose terminates his employment as a result of
clauses (ii) or (iii) of the Legitimate Executive Reasons, Mr. DuBose is
entitled to receive a lump sum amount equal to three time his base salary and
three times his highest annual bonus of the prior three years. In addition, he
will be entitled to ongoing benefits for a year as though he continued to be
employed. If Mr. DuBose terminates his employment pursuant to clause (i) of the
Legitimate Executive Reasons, the Company's obligations to him will terminate on
the date of the termination. "GOOD REASON" is defined as Mr. DuBose's
termination of his employment following a change in control (as defined in the
agreement) due to (i) a change in Mr. DuBose's responsibilities, position or
authority, (ii) a change in the terms or status of the agreement (including the
rolling one-year term), (iii) a substantial reduction in Mr. DuBose's
compensation, (iv) a forced relocation of Mr. DuBose outside his area, (v) a
significant increase in Mr. DuBose's travel requirements, or (vi) Mr. DuBose's
determination that as a result of a change of control he is unable to exercise
his authority and responsibilities as contemplated by the agreement. "VOLUNTARY
TERMINATION" is defined as Mr. DuBose's termination of his employment following
a change in control which is not for Good Reason as defined above.

The Company may terminate the agreement at any time during its term (i)
for "cause" (as defined in the agreement), (ii) if Mr. DuBose becomes disabled
(generally unable to perform Company duties on a full-time basis for six months)
or (iii) upon Mr. DuBose's death (clauses (i), (ii) and (iii) being hereinafter
referred to as "Legitimate Company Reasons"). If the Company terminates Mr.
DuBose's employment as a result of the Legitimate Company Reasons, the Company's
obligations under the agreement cease as of the date of termination, except that
if Mr. DuBose is terminated for cause after a change in control, then such
termination shall be treated as a Voluntary Termination. If the Company
terminates Mr. DuBose for any other reason and there has been a change of
control in the prior 12 months, he will be entitled to receive as severance a
lump sum amount equal to three time his base salary and three times his highest
annual bonus of the prior three years. In addition, he will be entitled to
ongoing benefits for a year as though he continued to be employed. If the
Company terminates Mr. DuBose without a Legitimate Company Reason in the absence
of a change of control, Mr. DuBose will be entitled to his salary and bonus for
the remainder of the term of the agreement. In the event of termination by Mr.
DuBose for a Legitimate Executive Reason, or in the event of termination by the
Company other than for Legitimate Company Reasons, (A) all rights of Mr. DuBose
pursuant to awards of share grants or options granted by the Company generally
become vested and released from all conditions and restrictions, and (B) Mr.
DuBose is deemed to be retired and is credited with Company service for the

13
<PAGE>

remaining term of the agreement for the purposes of the Company's benefit plans.
All amounts paid to Mr. DuBose will be grossed up by the taxes payable by Mr.
DuBose in respect of such amounts.

In the event that Mr. DuBose's employment is terminated before a change
in control by Mr. DuBose voluntarily or by the Company for cause, then Mr.
DuBose may not, for a period of one year following such termination of
employment, become employed by any insured depository institution which conducts
certain business activities in South Carolina or interfere with or otherwise
compete against the Company or its operations in violation of the provisions set
forth in the agreement. The agreement also imposes certain confidentiality
obligations on Mr. DuBose.

WILLIAM S. HUMMERS III. Under his agreement, Mr. Hummers is given duties
and authority typical of similar executives, and the Company is obligated to pay
him an annual salary determined by the Board, such incentive compensation as may
become payable to him under the Company's Short-Term Incentive Compensation Plan
and Long-Term Incentive Compensation Plan, and certain other typical executive
benefits. Mr. Hummers's agreement has a rolling term of five years and extends
automatically until Mr. Hummers turns 60, at which point the term is converted
into a fixed term of 10 years.

Mr. Hummers may terminate the agreement if (i) the Company breaches the
agreement, (ii) there is a VOLUNTARY TERMINATION, or (iii) there is an
INVOLUNTARY TERMINATION (clauses (i), (ii) and (iii) being hereinafter referred
to as "Legitimate Executive Reasons"). If Mr. Hummers terminates his employment
other than for Legitimate Executive Reasons, the Company's obligations under the
agreement cease as of the date of such termination, and Mr. Hummers becomes
subject to certain noncompetition provisions described generally below. If Mr.
Hummers terminates his employment as a result of clauses (i) or (iii) of the
Legitimate Executive Reasons, Mr. Hummers is entitled to receive a lump sum
amount equal to three times his annual compensation, and he will also be
entitled to receive his base salary and other benefits due him through the
termination date of the agreement. If Mr. Hummers terminates his employment
pursuant to clause (ii) of the Legitimate Executive Reasons, Mr. Hummers is
entitled to receive an amount generally equal to one year's compensation, and he
will also be entitled to receive his base salary and other benefits due him
through the termination date of the agreement.

"INVOLUNTARY TERMINATION" is defined as Mr. Hummers's termination of his
employment following a change in control (as defined in the agreement) due to
(i) a change in Mr. Hummers's responsibilities, position or authority, (ii) a
change in the terms or status of the agreement, (iii) a reduction in Mr.
Hummers's compensation, (iv) a forced relocation of Mr. Hummers outside his area
or (v) a significant increase in Mr. Hummers's travel requirements. "VOLUNTARY
TERMINATION" is defined as Mr. Hummers's termination of his employment following
a change in control which is not the result of any of clauses (i) through (v)
set forth in the definition of Involuntary Termination above. The Company may
terminate the agreement at any time during its term (i) for "cause" (as defined
in the agreement), (ii) if Mr. Hummers becomes disabled (generally unable to
perform Company duties on a full-time basis for six months), (iii) upon Mr.
Hummers's death or (iv) without cause (clauses (i), (ii) and (iii) being
hereinafter referred to as "Legitimate Company Reasons"). If the Company
terminates Mr. Hummers's employment as a result of the Legitimate Company
Reasons, the Company's obligations under the agreement cease as of the date of
termination, except that if Mr. Hummers is terminated for cause after a change
in control, then such termination shall be treated as a Voluntary Termination.
If the Company terminates Mr. Hummers without cause, he will be entitled to
receive as severance a lump sum payment equal to three times his annual
compensation (with the bonus portion of his compensation calculated as the
average of such compensation over the prior three-year period). In the event of
termination by Mr. Hummers for a Legitimate Executive Reason, or in the event of
termination by the Company other than for Legitimate Company Reasons, (A) all
rights of Mr. Hummers pursuant to awards of share grants or options granted by
the Company generally become vested and released from all conditions and
restrictions, and (B) Mr. Hummers is deemed to be retired and is credited with
Company service for the remaining term of the agreement for the purposes of the
Company's benefit plans.

14
<PAGE>

In the event that Mr. Hummers's employment is terminated before a change
in control voluntarily by Mr. Hummers as a result of clauses (i) or (iii) of the
Legitimate Executive Reasons or by the Company without cause, then Mr. Hummers
may not, for a period of five years following such termination of employment,
become employed by any insured depository institution which conducts certain
business activities in South Carolina or interfere with or otherwise compete
against the Company or its operations in violation of the provisions set forth
in the agreement. If the covenant not to compete is triggered, Mr. Hummers will
receive, in addition to any other payments, a total of five times his annual
cash compensation, payable in five annual installments beginning on the first
day of the noncompete period. The agreement also imposes certain confidentiality
obligations on Mr. Hummers.

JAMES W. TERRY, JR. Under his agreement, Mr. Terry is given duties and
authority typical of similar executives, and the Company is obligated to pay him
an annual salary determined by the Board, such incentive compensation as may
become payable to him under the Company's Short-Term Incentive Compensation Plan
and Long-Term Incentive Compensation Plan, and certain other typical executive
benefits. Mr. Terry's agreement has a rolling term of three years and extends
automatically until either party gives notice to the other, at which point the
term is fixed at three years from the date of notice.

Mr. Terry may terminate the agreement if (i) the Company materially
breaches the agreement and fails to cure the breach within 30 days of notice,
(ii) there is a VOLUNTARY TERMINATION, or (iii) there is an INVOLUNTARY
TERMINATION (clauses (i), (ii) and (iii) being hereinafter referred to as
"Legitimate Executive Reasons"). If Mr. Terry terminates his employment other
than for Legitimate Executive Reasons, the Company's obligations under the
agreement cease as of the date of such termination, and Mr. Terry becomes
subject to certain noncompetition provisions described generally below. If Mr.
Terry terminates his employment as a result of clauses (i) or (iii) of the
Legitimate Executive Reasons, Mr. Terry is entitled to receive a lump sum amount
equal to three times his annual compensation, and he will also be entitled to
receive his base salary and other benefits due him through the termination date
of the agreement. If Mr. Terry terminates his employment pursuant to clause (ii)
of the Legitimate Executive Reasons, Mr. Terry is entitled to receive an amount
generally equal to one year's compensation, and he will also be entitled to
receive his base salary and other benefits due him through the termination date
of the agreement.

"INVOLUNTARY TERMINATION" is defined as Mr. Terry's termination of his
employment following a change in control (as defined in the agreement) due to
(i) a change in Mr. Terry's responsibilities, position or authority, (ii) a
change in the terms or status of the agreement, (iii) a reduction in Mr. Terry's
compensation, (iv) a forced relocation of Mr. Terry outside his area, (v) a
significant increase in Mr. Terry's travel requirements, (vi) any attempted
termination for cause that does not comply with substantive and procedural
requirements (set forth in the definition of cause), (vii) the Company's
insolvency or (viii) the Company's breach of the agreement. "VOLUNTARY
TERMINATION" is defined as Mr. Terry's termination of his employment following a
change in control which is not the result of any of clauses (i) through (viii)
set forth in the definition of Involuntary Termination above. The Company may
terminate the agreement at any time during its term (i) for "cause" (as defined
in the agreement), (ii) if Mr. Terry becomes disabled (generally unable to
perform Company duties on a full-time basis for six months) or (iii) upon Mr.
Terry's death (clauses (i), (ii) and (iii) being hereinafter referred to as
"Legitimate Company Reasons"). If the Company terminates Mr. Terry's employment
as a result of the Legitimate Company Reasons, the Company's obligations under
the agreement cease as of the date of termination, except that if Mr. Terry is
terminated for cause after a change in control, then such termination shall be
treated as a Voluntary Termination. If the Company terminates Mr. Terry without
a Legitimate Company Reason and there has been a change of control, he will be
entitled to receive as severance a lump sum payment equal to three times his
annual compensation (with the bonus portion of his compensation calculated as
the average of such compensation over the prior three-year period). If the
Company terminates him without a Legitimate Company Reason in the absence of a
change of control, Mr. DuBose will be entitled to receive as severance his
compensation for the remaining term of the agreement. In the event of
termination by Mr. Terry for a Legitimate Executive Reason, or in the event of
termination by the Company other than for Legitimate Company Reasons, (A) all
rights of Mr. Terry pursuant to awards of share grants or options granted by the
Company generally become vested and released from all conditions and
restrictions, and (B) Mr. Terry is deemed to be retired and is credited with
Company service for the remaining term of the agreement for the purposes of the
Company's benefit plans.

15
<PAGE>

In the event that Mr. Terry's employment is terminated before a change in
control voluntarily by Mr. Terry or by the Company for cause, then Mr. Terry may
not, for a period of one year following such termination of employment, become
employed by any insured depository institution which conducts certain business
activities in South Carolina or interfere with or otherwise compete against the
Company or its operations in violation of the provisions set forth in the
agreement. The agreement also imposes certain confidentiality obligations on Mr.
Terry.

MACK I. WHITTLE, JR. Under his agreement, Mr. Whittle is given duties and
authority typical of similar executives, and the Company is obligated to pay him
an annual salary determined by the Board, such incentive compensation as may
become payable to him under the Company's Short-Term Incentive Compensation Plan
and Long-Term Incentive Compensation Plan, and certain other typical executive
benefits. Mr. Whittle's agreement has a rolling term of ten years and extends
automatically until Mr. Whittle turns 55, at which point the term is converted
into a fixed term of 10 years, expiring on his 65th birthday.

Mr. Whittle may terminate the agreement if (i) the Company breaches the
agreement, (ii) there is a VOLUNTARY TERMINATION, or (iii) there is an
INVOLUNTARY TERMINATION (clauses (i), (ii) and (iii) being hereinafter referred
to as "Legitimate Executive Reasons"). If Mr. Whittle terminates his employment
other than for Legitimate Executive Reasons, the Company's obligations under the
agreement cease as of the date of such termination, and Mr. Whittle becomes
subject to certain noncompetition provisions described generally below. If Mr.
Whittle terminates his employment as a result of clauses (i) or (iii) of the
Legitimate Executive Reasons, Mr. Whittle is entitled to receive a lump sum
amount equal to three time his annual compensation, and he will also be entitled
to receive his base salary and other benefits due him through the termination
date of the agreement. If Mr. Whittle terminates his employment pursuant to
clause (ii) of the Legitimate Executive Reasons, Mr. Whittle is entitled to
receive an amount generally equal to one year's compensation, and he will also
be entitled to receive his base salary and other benefits due him through the
termination date of the agreement.

"INVOLUNTARY TERMINATION" is defined as Mr. Whittle's termination of his
employment following a change in control (as defined in the agreement) due to
(i) a change in Mr. Whittle's responsibilities, position or authority, (ii) a
change in the terms or status of the agreement (including the rolling ten-year
term), (iii) a reduction in Mr. Whittle's compensation, (iv) a forced relocation
of Mr. Whittle outside his area or (v) a significant increase in Mr. Whittle's
travel requirements. "VOLUNTARY TERMINATION" is defined as Mr. Whittle's
termination of his employment following a change in control which is not the
result of any of clauses (i) through (v) set forth in the definition of
Involuntary Termination above. The Company may terminate the agreement at any
time during its term (i) for "cause" (as defined in the agreement), (ii) if Mr.
Whittle becomes disabled (generally unable to perform Company duties on a
full-time basis for six months), (iii) upon Mr. Whittle's death or (iv) without
cause (clauses (i), (ii) and (iii) being hereinafter referred to as "Legitimate
Company Reasons"). If the Company terminates Mr. Whittle's employment as a
result of the Legitimate Company Reasons, the Company's obligations under the
agreement cease as of the date of termination, except that if Mr. Whittle is
terminated for cause after a change in control, then such termination shall be
treated as a Voluntary Termination. If the Company terminates Mr. Whittle
without cause, he will be entitled to receive as severance a lump sum payment
equal to three times his annual compensation (with the bonus portion of his
compensation calculated as the average of such compensation over the prior
three-year period). In the event of termination by Mr. Whittle for a Legitimate
Executive Reason, or in the event of termination by the Company other than for
Legitimate Company Reasons, (A) all rights of Mr. Whittle pursuant to awards of
share grants or options granted by the Company generally become vested and
released from all conditions and restrictions, and (B) Mr. Whittle is deemed to
be retired and is credited with Company service for the remaining term of the
agreement for the purposes of the Company's benefit plans.

In the event that Mr. Whittle's employment is terminated before a change
in control voluntarily by Mr. Whittle as a result of clauses (i) or (iii) of the
Legitimate Executive Reasons or by the Company without cause, then Mr. Whittle
may not, for a period of five years following such termination of employment,
become

16
<PAGE>

employed by any insured depository institution which conducts certain business
activities in South Carolina or interfere with or otherwise compete against the
Company or its operations in violation of the provisions set forth in the
agreement. If the covenant not to compete is triggered, Mr. Whittle will recive,
in addition to any other payments, a total of ten times his annual cash
compensation, payable in five annual installments beginning on the first day of
the noncompete period. The agreement also imposes certain confidentiality
obligations on Mr. Whittle.

MICHAEL W. SPERRY. Pursuant to his change of control agreement, Mr.
Sperry is entitled to certain benefits in the event of a change of control (as
defined in the agreement) of the Company. The agreement extends to November 2,
2000 and then automatically extends for an additional year then and for each
year thereafter unless the Company provides 90 days prior written notice that it
does not wish to extend the agreement. In the event of a change of control, the
agreement will extend for at least 12 months from the date of the change of
control.

In all of the circumstances described below, Mr. Sperry will only be
entitled to benefits if there has been a change of control. If the Company has
terminated Mr. Sperry for cause (as defined in the agreement) or by Mr. Sperry
other than for GOOD REASON, disability, death or retirement, he will be entitled
to his base salary through the date of termination. If Mr. Sperry is disabled,
he will continue to receive his base salary until the agreement is terminated as
described in the prior sentence. If the Company has terminated Mr. Sperry
without cause or for retirement, disability or death, Mr. Sperry will receive
his full base salary through the date of termination, plus a lump sum severance
payment generally equal to two years salary and bonus (calculated as the average
of his bonuses for the prior three years). In addition, Mr. Sperry will be
entitled to basic benefits coverage for two years from the date of termination.

"GOOD REASON" is defined as the occurrence after a change of control of
(i) a change in Mr. Sperry's responsibilities, position or authority, (ii) a
change in the terms or status of the agreement, (iii) a reduction in Mr.
Sperry's compensation, (iv) a forced relocation of Mr. Sperry outside his area,
(v) a significant increase in Mr. Sperry's travel requirements, (vi) any
attempted termination for cause that does not comply with substantive and
procedural requirements (set forth in the definition of cause) or (vii) the
Company's insolvency.

APPROVAL OF THE COMPANY'S
AMENDED AND RESTATED FORTUNE 50 PLAN
(ITEM 3 ON THE PROXY)

The Board of Directors recommends that the shareholders approve adoption
by the Company of the Amended and Restated Fortune 50 Plan (the "Fortune 50
Plan"). The Fortune 50 Plan was created to give every employee a financial stake
in the future success of the Company. The Fortune 50 Plan rewards employees in
the event of significant stock price appreciation to $50 per share. (On March 1,
2000, the fair market value of the Common Stock was $16.00.) The Fortune 50 Plan
is intended to motivate every employee to contribute to the achievement of a
shared stock price goal.

The Fortune 50 Plan is summarized below. However, this summary is
qualified in its entirety by reference to the text of the Fortune 50 Plan, a
copy of which may be obtained, without charge, by written request to the
Company, Post Office Box 1029, Greenville, South Carolina 29602, Attention:
William S. Hummers III.

ADMINISTRATION AND ELIGIBILITY. The Fortune 50 Plan generally provides
that a committee of the Board (the "Committee") may make a one-time grant of
either incentive stock options or nonqualified options to such "Eligible
Employees" (defined as employees who work at least 20 hours per week) as the
Committee has determined. For purposes of the Fortune 50 Plan, "Original
Eligible Employees" are people who were Eligible Employees continuously from
October 1, 1999 through the date of option grant.

17
<PAGE>

The Committee has sole discretionary authority to select participants in
the Fortune 50 Plan from among Eligible Employees. There are currently
approximately 1,100 persons that the Committee has deemed eligible to
participate in the Fortune 50 Plan. These persons include nonexecutive officers,
as well as executive officers of the Company or a Company subsidiary. The
Committee is also empowered to administer the Fortune 50 Plan and to take all
such actions as may be necessary thereunder.

OPTION GRANT AMOUNTS. Subject to shareholder approval, all full-time
Eligible Employees will receive options in respect of 200 shares of the
Company's common stock, and all part-time Eligible Employees will receive
options in respect of 100 shares of the Company's common stock.

EXERCISE AND DURATION OF OPTIONS. For Original Eligible Employees, the
exercise price of such options will be equal to the "Original Option Price"
($19.8125). For all other Eligible Employees, the exercise price will be the
higher of the Original Option Price and the fair market value per share (as
defined in the Fortune 50 Plan) of the Company's Common Stock on the date the
option is granted. Option periods are generally ten years from the date of
grant, except that options may not be exercised after an optionee's termination
of employment (except in certain instances involving death, disability or
voluntary retirement). Subject to certain limited exceptions, options granted
under the Fortune 50 Plan may generally be exercised, if otherwise timely, as
follows:

o For Original Eligible Employees, upon the earlier of October 1, 2004 and
the date within any 10 consecutive trading day period in which the
Company's common stock has traded at $50 per share for any 5 days; or
o For all other Eligible Employees, upon the earlier of (a) five years from
the date of grant and (b) the date within any 10 consecutive trading day
period in which the Company's common stock has traded at $50 per share for
any 5 days.

In addition, for all participants and subject to certain limited exceptions,
options granted under the Fortune 50 Plan may generally be exercised within
three months after retirement resulting from death, disability or early
retirement (after age 55) or retirement (after age 65). If the participant
ceases to be an Eligible Employee for any reason other than retirement, death or
disability, options granted under the Fortune 50 Plan that are vested will
continue to be exercisable until the earlier of three months after such
eligibility ceases or the stated expiration date. All awards consisting of
unvested shares will immediately terminate.

In the event that the Company is involved in a "change in control", the
expiration date and the dates on which any part of the option shall be
exercisable for all of the shares covered thereby may be accelerated, but the
effectiveness of such acceleration, and any exercise of the option pursuant
thereto in excess of the number of shares for which it would have been
exercisable in the absence of such acceleration, shall be conditioned upon the
consummation of the transaction resulting in the change in control. A "change in
control" is generally deemed to occur where the Company is involved in a
transaction in which it, in substance, is not the surviving entity.

ASSIGNABILITY. Options granted under the Fortune 50 Plan are assignable
only in limited instances in accordance with applicable law.

AMENDMENT. The Committee may modify and amend the Fortune 50 Plan in its
sole discretion, subject to any shareholder approval required by applicable law,
the Company's articles of incorporation, or the Bylaws of the National
Association of Securities Dealers (the "NASD").

EFFECTIVE DATE. Assuming shareholder approval is received at the Annual
Meeting, the effective date

18
<PAGE>

of the Fortune 50 Plan is July 22, 1999. If such approval is not received, the
Fortune 50 Plan will not go into effect.

VOTE REQUIRED. Approval of the amendment to the Fortune 50 Plan by holders
of a majority of the total votes cast on the proposal is required under the
Bylaws of the NASD, to which the Company is subject because its Common Stock is
traded on the Nasdaq National Market. Abstentions and broker non-votes will not
be considered to be affirmative votes.

FEDERAL INCOME TAX CONSEQUENCES ASSOCIATED WITH THE PLANS. The following
discussion is intended only as a brief summary of the federal income tax rules
relevant to stock options and restricted stock awards. The laws governing the
tax aspects of awards are highly technical and such laws are subject to change.

The grant of an option under the Fortune 50 Plan will not by itself
result in taxable income to the participant; however, upon exercise of the
option, a participant will be deemed to have received ordinary income in an
amount equal to the excess of (a) the value of the shares received upon exercise
of the option over (b) the purchase price of the shares received upon exercise
of the option. Subject to certain exceptions relating to "cashless/same day
sale" exercises, the value of the shares received upon exercise of the option
will be the fair market value of the shares on the date of exercise of the
option.

PLAN BENEFITS. Set forth below is information concerning stock option
grants to be made under the Fortune 50 Plan, assuming shareholder approval and
the granting of options. No stock option grants have been made under the Fortune
50 Plan to date. The dollar value of these grants is not presently determinable.

NEW PLAN BENEFITS
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED FORTUNE 50 PLAN
<TABLE>
<CAPTION>

Number of Shares
Name and Position Subject to Options (1)
----------------- ----------------------
<S> <C>
Mack I. Whittle, Jr. 200
William S. Hummers III 200
James W. Terry, Jr. 200
John C. DuBose 200
Michael W. Sperry 200
Current Executive Officers as a Group 1,000
Non-Executive Director Group 0
All Employees, Excluding Executive Officers, as a Group 210,100
</TABLE>
(1) Shown on a pro forma basis as of March 1, 2000.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDED AND
RESTATED FORTUNE 50 PLAN.

AMENDMENT OF THE COMPANY'S
AMENDED AND RESTATED STOCK OPTION PLAN
(ITEM 4 ON THE PROXY)

The Board of Directors recommends that the shareholders approve adoption
by the Company of Amendment No. 2 to the Amended and Restated Stock Option Plan
(the "Option Plan"). The proposed amendment increases the number of shares of
the Company's Common Stock that may be issued pursuant to

19
<PAGE>

options granted under the plan from an aggregate of 1,500,000 to an aggregate of
2,500,000. The Board recommends approval of the proposed amendment because it
believes that the Option Plan is an effective component of management
compensation and, if all currently outstanding options were exercised in full,
no additional options could currently be granted pursuant to the plan.
Furthermore, the Board believes that additional Option Plan shares should be
available in connection with the Company's pending merger with Anchor Financial
Corporation Except as set forth above, the Option Plan would remain unaltered in
all material respects.

The Option Plan is summarized below. However, this summary is qualified in
its entirety by reference to the text of the Option Plan, a copy of which may be
obtained, without charge, by written request to the Company, Post Office Box
1029, Greenville, South Carolina 29602, Attention: William S. Hummers III.

ADMINISTRATION AND ELIGIBILITY. The Option Plan generally provides that a
committee of the Board (the "Committee") comprised solely of members thereof who
are "disinterested persons" within the meaning of Section 16 of the Exchange Act
may grant either incentive stock options or nonqualified options to such
employees as the Committee has determined to have the greatest impact on the
Company's long-term performance. Non-employee Board member are not eligible to
acquire stock under the Option Plan. The Committee is also empowered to
administer the Option Plan and to take all such actions as may be necessary
thereunder.

In making any determination as to the employees to whom options shall be
granted hereunder and as to the number of shares to be subject thereto, the
Committee must take into account, in each case, the level and responsibility of
the person's position, the level of the person's performance, the person's level
of compensation, the assessed potential of the person and such additional
factors as the Committee shall deem relevant to the accomplishment of the
purposes of the Option Plan. The Committee may also utilize guidelines set forth
in other compensation plans of the Company in determining any matters related to
the grant of options under the Option Plan. The stock option awards are
generally but not exclusively made to officers (including nonexecutive officers)
of the Company. In 1999, 261 people received awards under the Option Plan.

EXERCISE AND DURATION OF OPTIONS. The exercise price of such options shall
be equal to the fair market value per share (as defined in the Option Plan) of
the Company's Common Stock on the date the option is granted. Unless the
Committee expressly states otherwise, options shall be exercisable on a
cumulative basis for 20% of the shares covered thereby on each of the first five
anniversaries of the grant thereof. Option periods are generally ten years from
the date of grant, except that options may not be exercised after an optionee's
termination of employment (except in certain instances involving death,
disability or voluntary retirement). Subject to certain limited exceptions,
options granted under the Option Plan may generally be exercised, if otherwise
timely, within three months after retirement resulting from disability or
retirement for any reason after age 60. Subject to certain exceptions in cases
of disability or death (where options become fully exercisable), the option may
not be exercised for more than the number of shares, if any, as to which it was
exercisable by the optionee immediately before such retirement. In general, if
an optionee dies while employed by the Company or within three months after
retirement, such option may be exercised to the extent that the optionee would
have been entitled to do so at the date of his death by the legatees or personal
representatives within one year of the date of the optionee's death.

20
<PAGE>

generally deemed to occur where the Company is involved in a transaction in
which it, in substance, is not the surviving entity.

ASSIGNABILITY. Options granted under the Option Plan are assignable only
in limited instances in accordance with applicable law.

AMENDMENT. The Committee may modify and amend the Option Plan, except that
it may not increase the maximum number of shares for which options may be
granted under the Option Plan, reduce the minimum exercise prices established
under the Option Plan, or extend the period or periods during which options may
be granted or exercised.

EFFECTIVE DATE. The original effective date of the Option Plan was the
date of its adoption by the Board in 1986. The effective date of the amendment
to the Option Plan shall be January 1, 2000, assuming shareholder approval is
received at the Annual Meeting. If such approval is not received, the Option
Plan, unamended, will continue in effect.

VOTE REQUIRED. Approval of the amendment to the Option Plan by holders of
a majority of the total votes cast on the proposal is required under the Bylaws
of the NASD, to which the Company is subject because its Common Stock is traded
on the Nasdaq National Market. Abstentions and broker non-votes will not be
considered to be affirmative votes.

FEDERAL INCOME TAX CONSEQUENCES ASSOCIATED WITH THE PLAN. For a brief
summary of the federal income tax rules relevant to stock options and restricted
stock awards, see the discussion of "Federal Income Tax Consequences Associated
with the Plan" in connection with Item 3 of the Proxy (approval of the Fortune
50 Plan).

PLAN BENEFITS. No options with respect to shares added by Amendment No. 2
to the Option Plan have been made to date to directors or executive officers of
the Company, and accordingly, new plan benefits to them are not determinable.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE
AMENDED AND RESTATED STOCK OPTION PLAN.

AMENDMENT OF THE COMPANY'S
DIVIDEND REINVESTMENT PLAN
(ITEM 5 ON THE PROXY)

The Board of Directors recommends that the shareholders approve adoption
of Amendment No. 1 to the Company's Common Stock Amended Dividend Reinvestment
Plan (the "Dividend Reinvestment Plan"). The proposed amendment increases the
number of shares of the Company's Common Stock that may be issued pursuant to
the Dividend Reinvestment Plan from an aggregate of 300,000 shares to an
aggregate of 450,000 shares. The Board recommends approval of the proposed
amendment because it believes that the Dividend Reinvestment Plan provides a
benefit to the Company's shareholders and that the amendment to increase the
shares will increase this benefit. Except as set forth above, the Dividend
Reinvestment Plan would remain unaltered in all material respects.

The Dividend Reinvestment Plan is summarized below. However, this summary
is qualified in its entirety by reference to the text of the Dividend
Reinvestment Plan, a copy of which may be obtained, without charge, by written
request to the Company, Post Office Box 1029, Greenville, South Carolina 29602,

21
<PAGE>

Attention: William S. Hummers III.

ADMINISTRATION AND ELIGIBILITY. The Dividend Reinvestment Plan is
administered by Registrar and Transfer Company on the Company's behalf. All
shareholders of record of the Company (approximately 5,463 as of March 1, 2000)
are eligible to participate in the plan.

PARTICIPATION. Any eligible shareholder may join the plan by signing an
authorization card (available on request to Registrar and Transfer Company by
mail at 10 Commerce Drive, Cranford, New Jersey 07016-3572 or by phone at
800-368-5948). Participants may terminate their participation in the plan by
notifying the administrator in writing.

DIVIDEND REINVESTMENT. For participants in the plan, all or a portion (as
specified by the participant) of such participant's cash dividends from their
Common Stock are automatically reinvested in additional shares of Common Stock.
The purchase price for this additional stock is 95% of the average of the high
and low sale prices of the Common Stock on the Nasdaq National Market on the
five business days preceding the dividend payment date. Participants pay no
service charges or brokerage commissions in connection with the reinvestment.

OPTIONAL CASH INVESTMENT. In addition to the automatic reinvestment
described above, Dividend Reinvestment Plan participants may make additional
cash investments in Common Stock in connection with the plan. The purchase price
for this stock is 100% of the average of the high and low sale prices of the
Common Stock on the Nasdaq National Market on the five business days preceding
the purchase date. Participants pay no service charges or brokerage commissions
in connection with the investment. While no cash investments are required, each
investment payment can be no less than $25. Cash investments can be made no more
frequently than once per month and cannot total more than $10,000 per month.

AMENDMENT. The Company may modify and amend the Dividend Reinvestment Plan
subject to any required shareholder approval.

EFFECTIVE DATE. The effective date of the amendment to the Dividend
Reinvestment Plan shall be June 30, 2000, assuming shareholder approval is
received at the Annual Meeting. If such approval is not received, the Dividend
Reinvestment Plan, unamended, will continue in effect.

VOTE REQUIRED. Approval of the amendment to the Dividend Reinvestment Plan
by holders of a majority of the votes represented in person or by proxy at the
Annual Meeting. Abstentions and broker non-votes will not be considered to be
affirmative votes.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE
DIVIDEND REINVESTMENT PLAN.

22
<PAGE>

PERFORMANCE GRAPH

The following graph sets forth the performance of the Company's Common
Stock for the five year period ended December 31, 1999 as compared to: (a) two
broad equity market indices -- (i) the Nasdaq Market Composite Index and (ii)
the Standard and Poor's SmallCap 600 Index (the "S&P SmallCap 600"); and (b) two
published industry indices -- (i) the Nasdaq Bank Stocks Index and (ii) the SNL
Southeast Bank Index. Beginning with the Company's 2001 proxy statement, the
Company's performance graph will utilize the S&P SmallCap 600 in lieu of the
Nasdaq Market Composite Index because the Company has become a member of the S&P
SmallCap 600 and because the mean and median market values for companies
included in the S&P SmallCap 600 are comparable to the Company's market value.
Beginning with the Company's 2001 proxy statement, the Company's performance
graph will utilize the SNL Southeast Bank index in lieu of the Nasdaq Bank
Stocks Index to reflect to Company's geographic focus on the Southeast. The
graph assumes $100 originally invested on December 31, 1994 and that all
subsequent dividends were reinvested in additional shares.

12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Carolina First Corporation 100.000 132.545 148.537 198.463 235.087 175.672

Broad market index:
Nasdaq Market Composite 100.000 141.335 173.892 213.073 300.248 542.430
S&P SmallCap 600 100.000 129.960 157.670 198.010 195.420 219.660

Industry index:
Nasdaq Bank Stocks 100.000 149.002 196.734 329.387 327.115 314.424
SNL Southeast Bank 100.000 149.980 205.880 312.100 332.250 261.460

</TABLE>

23
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK. The following table sets forth as of March 1, 2000
information with respect to the Common Stock owned beneficially or of record by
each of the Directors and Nominees individually, by the Named Executive Officers
and by all Directors and executive officers of the Company as a group. Unless
otherwise noted, each person has sole voting power and sole investment power
with respect to the shares listed. There are no persons known to the Company to
own beneficially 5% or more of the Common Stock.
<TABLE>
<CAPTION>

AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
<S> <C> <C>
John C. DuBose 30,900 (2) *
Judd B. Farr 137,517 (3) *
C. Claymon Grimes, Jr. 65,614 (3) *
M. Dexter Hagy 14,985 (3) *
William S. Hummers III 101,959 (4) *
William J. Moore 1,500 *
H. Earle Russell, Jr. 10,479 (3) *
Charles B. Schooler 34,129 (5) *
Michael W. Sperry 7,500 (6) *
Elizabeth P. Stall 51,358 (3) *
Eugene E. Stone IV 5,996 (7) *
James W. Terry, Jr. 63,228 (8) *
William R. Timmons, Jr. 324,466 (9) 1.28%
Samuel H. Vickers 11,670 (10) *
David C. Wakefield III 72,891 (11) *
Mack I. Whittle, Jr. 166,941 (12) *

ALL DIRECTORS/EXECUTIVE OFFICERS AS A GROUP 1,101,133 4.30%
(16 persons)

Carolina First Employee Stock Ownership Plan 424,859 1.67%
Carolina First Salary Reduction Plan and Trust 454,778 1.79%
- -----------------------------------------
</TABLE>

* Less than 1%.
(1) The calculation is based on 25,402,587 shares of Common Stock which is the
actual number of shares outstanding as of the record date. Pursuant to
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended, percentages of total outstanding shares have been computed on the
assumption that shares of Common Stock that can be acquired within 60 days
upon the exercise of options by a given person or group are outstanding,
but no other shares similarly subject to acquisition by other persons are
outstanding.
(2) This includes 4,900 shares of Common Stock owned by Mr. DuBose through the
Restricted Stock Plan and 25,000 shares of Common Stock issuable to Mr.
DuBose under outstanding options.

(3) This includes 7,796 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.

(4) This includes 5,574 shares of Common Stock owned by Mr. Hummers through
the Restricted Stock Plan, 39,158 shares of Common Stock issuable to Mr.
Hummers under outstanding options and 9,614 shares of Common Stock owned
by his spouse.

(5) This includes 7,196 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.

(6) This includes 4,900 shares of Common Stock owned by Mr. Sperry through the
Restricted Stock Plan and 2,600 shares of Common Stock issuable to Mr.
Sperry under outstanding options.

(7) This includes 5,276 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.

(8) This includes 5,458 shares of Common Stock owned by Mr. Terry through the
Restricted Stock Plan and 29,079 shares of Common Stock issuable to Mr.
Terry under outstanding options.

(9) This includes 210,504 shares of Common Stock owned by Canal, of which Mr.
Timmons is an officer, and 7,796 shares of Common Stock issuable to Mr.
Timmons pursuant to options granted under the Directors' Plan.

(10) This includes 1,670 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.

(11) This includes 3,076 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.

(12) This includes 17,240 shares of Common Stock owned by Mr. Whittle through
the Restricted Stock Plan and 62,850 shares of Common Stock issuable to
Mr. Whittle under outstanding options.

24
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's directors and officers and their associates have had, and
the Company expects them to have in the future, banking transactions in the
ordinary course of business with the Company's banking subsidiaries. These
transactions are on the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated third
parties. Such loans have not involved more than normal risks of collectibility
nor have they presented any other unfavorable features. Under banking
regulations applicable to state banks, any loan made by such a bank to any of
its officers or Directors must be collaterally secured. The aggregate dollar
amount of these loans was approximately $22,660,000 at December 31, 1999. During
1999, approximately $10,640,000 in new loans were made and payments totaled
approximately $2,358,000.

Mr. Moore, an Executive Vice President of the Company, served as a
consultant to the Company in 1998. He was paid $200,000 in compensation for such
services in 1999.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Executive officers, Directors and greater than ten-percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms filed. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during 1999, all required
Section 16(a) filings applicable to its executive officers, Directors and
greater than 10% beneficial owners were made.

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG LLP ("KPMG") served as the Company's independent public accountants
for the 1999 current fiscal year. KPMG has indicated that it plans to have a
representative present at the Annual Meeting. Such representative will have the
opportunity to make a statement and will be available to respond to appropriate
questions from shareholders. The Board of Directors has selected KPMG as the
independent public accountants for the Company for the 2000 fiscal year.

PROPOSALS BY SHAREHOLDERS

A shareholder who wishes to present a proposal for inclusion in the proxy
materials relating to the Company's Annual Meeting of Shareholders to be held in
2001 should submit his or her proposal on or before November 16, 2000, to the
Secretary of the Company, 102 S. Main Street, Greenville, South Carolina 29601.
After that date, the proposal will not be considered timely. Shareholders
submitting proposals for inclusion in the proxy statement and form of proxy must
comply with the proxy rules under the Securities Exchange Act of 1934, as
amended, and all shareholders submitting proposals must comply with the Bylaw
requirements described below.

The Bylaws of the Company require timely advance written notice of
shareholder nominations of director candidates and of any other proposals to be
presented at an annual meeting of shareholders. In the case of director
nominations by shareholders, the Bylaws require that a shareholder's notice be
delivered to the

25
<PAGE>

principal executive offices of the Company during the period of time from the
30th day to the 60th day prior to the annual meeting of shareholders at which
directors are to be elected, unless such requirement is expressly waived in
advance of the meeting by formal action of the board of directors. In the case
of other proposals by shareholders at an annual meeting, the Bylaws require that
advance written notice be delivered to the Company's Secretary (at the address
indicated above). To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company between
the 60th and 90th days prior to the first anniversary of the preceding year's
annual meeting. However, in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such anniversary date, such
shareholder notice must be so delivered between the 60th and 90th days prior to
such annual meeting or within 10 days following the day on which public
announcement of the date of such meeting is first made by the Company. A copy of
the Bylaws is available upon request to the Secretary of the Company at the
address indicated above.

FINANCIAL INFORMATION

The Company's 1999 Annual Report and its Annual Report on Form 10-K
(without exhibits) for the year ended December 31, 1999 are being mailed to
shareholders contemporaneously with these Proxy Materials.

OTHER MATTERS

Management is not aware of any other matter to be brought before the
Annual Meeting. If other matters are brought before the Annual Meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their judgment.

By order of the Board of Directors,

William S. Hummers III
Secretary

March 15, 2000
Greenville, South Carolina

<PAGE>
P
R
O CAROLINA FIRST CORPORATION
X ANNUAL MEETING, APRIL 19, 2000
Y
The undersigned shareholder of Carolina First Corporation, hereby
revoking all previous proxies, hereby appoints William R. Timmons, Jr. and
William S. Hummers III and each of them, the attorneys of the undersigned, with
power of substitution, to vote all stock of Carolina First Corporation standing
in the name of the undersigned upon all matters at the Company's Annual Meeting
to be held in the Gunter Theatre, Peace Center for the Performing Arts, 300
South Main Street, Greenville, South Carolina on Wednesday, April 19, 2000 at
10:30 a.m. and at any adjournments thereof, with all powers the undersigned
would possess if personally present, and without limiting the general
authorization and power hereby given, directs said attorneys or either of them
to cast the undersigned's vote as specified below.

1. ELECTION OF DIRECTORS.
<TABLE>
<CAPTION>
<S> <C>

[ ] FOR ALL NOMINEES set forth below [ ] WITHHOLD AUTHORITY
and to set the number of Directors to vote for all nominees below and
at 12 persons (except as marked to set the number of Directors
to the contrary below [ ]) at 12 persons
</TABLE>

M. Dexter Hagy H. Earle Russell, Jr. William R. Timmons, Jr. Samuel H. Vickers

</TABLE>

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.

2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE ITS
NAME TO THE SOUTH FINANCIAL GROUP, INC.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. PROPOSAL TO APPROVE THE COMPANY'S AMENDED AND RESTATED FORTUNE 50 PLAN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. PROPOSAL TO APPROVE THE COMPANY'S AMENDED AND RESTATED STOCK OPTION PLAN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. PROPOSAL TO AMEND THE COMPANY'S AMENDED COMMON STOCK DIVIDEND
REINVESTMENT PLAN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

6. At their discretion upon such other matters as may properly come before
the meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CAROLINA FIRST
CORPORATION. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR APPROVAL
OF EACH OF THE PROPOSALS ABOVE.

(Please date and sign on reverse side and return in the enclosed envelope.)
(This proxy is continued on the other side.)

<PAGE>

Please sign this Proxy as your name or names appear hereon. If stock is held
jointly, signature should appear for both names. When signing as attorney,
administrator, trustee, guardian or agent, please indicate the capacity in which
you are acting. If stock is held by a corporation, please sign in full corporate
name by authorized officer and give title of office.

Dated this ____ day of , 2000
----------------------

--------------------------------------------
Print Name (and title if appropriate)

--------------------------------------------
Signature

--------------------------------------------
Print Name (and title if appropriate)

--------------------------------------------
Signature

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

CAROLINA FIRST CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
(Amended and Restated as of April 20, 1994)

1. PURPOSE OF PLAN

This Amended and Restated Stock Option Plan (the "Plan") amends and
restates the Company's Incentive Stock Option Plan initially adopted by the
Board of Directors (the "Board") of Carolina First Corporation (the "Company")
in 1986, as amended by the Amended and Restated Incentive Stock Option, as
amended by the Board in 1992 (which amendment and restatement was approved by
the shareholders of the Company at the 1992 Annual Meeting of Shareholders).

The Plan is intended to serve as an employment incentive to, and to
encourage stock ownership by, certain employees of the Company or any of its
subsidiaries ("Subsidiaries"), who are largely responsible for the management
growth and protection of the Company's business and who are making substantial
contributions to the successful growth of the Company.

It is contemplated that the Board and/or Committee (as defined below) may
utilize the availability of options granted hereunder ("Options") to fund other
compensation plans of the Company, subject, in all cases, to compliance with the
terms hereof and applicable law.

2. ADMINISTRATION

The Plan shall be administered by the Board; provided, however, that, if
the Board includes members who are not "disinterested persons" (as defined in
Rule 16b-3 promulgated under the Securities Exchange act of 1934, as amended, or
any applicable successor rule or regulation ("Rule 16b-3"), then all authority
of the Board under the Plan shall be exercised by a committee of the Board (the
"Committee") composed solely of all members thereof who are "disinterested
persons" (as so defined).

The Board or Committee shall have complete authority to: (i) interpret all
terms and provisions of the Plan consistent with law, (ii) select from the group
of officers and key employees eligible to participate in the Plan the officers
and key employees to whom Options shall be granted, (iii) within the limits
established herein, determine the number of shares to be subject to Options and
the term of each Option granted to officers and key employees, (iv) prescribe
the form of instruments evidencing Options, (v) determine the time or times at
which Options shall be granted to officers or key employees, (vi) determine the
method of exercise of Options granted to officers or key employees under the
Plan, (vii) adopt, amend and rescind general and special rules and regulations
for the Plan's administration, and (viii) make all other determinations
necessary or advisable for the administration of this Plan. The Board or
Committee may designate selected Board or Committee members or certain employees
of the Company to assist the Board or Committee in the administration of the
Plan and may grant authority to such persons to execute documents on behalf of
the Board or Committee, subject in each such case to the requirements of Rule
16b-3.

<PAGE>

No member of the Board or Committee or employee of the Company assisting
the Board or Committee pursuant to the preceding paragraph shall be liable for
any action taken or determination made in good faith.

3. COMMON STOCK SUBJECT TO THE PLAN

The stock subject to the Plan shall be shares of the Company's common
stock, par value $1.00 per share ("Common Stock") authorized for issuance by the
shareholders of the Company but not issued at the time of the grant, or shares
of Common Stock which shall have been reacquired by the Company. Subject to
adjustment in accordance with the provisions of Section 5 hereof, the total
amount of the Common Stock of the Company which may be issued pursuant to grants
under the Plan shall not exceed in the aggregate 500,000 shares. Any shares
subject to an Option, which Option for any reason expires or is terminated
unexercised as to such shares, may again be subjected to an Option under the
Plan. As of the effective date hereof, there have been 187,302 shares issued as
a result of Options granted hereunder or subject to outstanding Options. The
Board or Committee will maintain records showing the cumulative total of all
shares subject to Options outstanding under this Plan.

4. GRANT OF OPTIONS

a. Eligibility and Factors to be Considered in Granting Options. The
individuals who shall be eligible to participate in the Plan shall be such
employees as the Board or Committee shall determine from time to time. However,
participation shall be limited to those officers and key employees of the
Company or any of its Subsidiaries who will have, or possess the potential of
having, the greatest impact on the Company's long-term performance. No member of
the Board who is not an employee of the Company shall be eligible to receive
Options under this Plan. Options may be granted under this Plan only for a
reason connected with an officer's or key employee's employment by the Company.
In making any determination as to the officers and key employees to whom Options
shall be granted hereunder and as to the number of shares to be subject thereto,
the Board or Committee shall take into account, in each case, the level and
responsibility of the person's position, the level of the person's performance,
the person's level of compensation, the assessed potential of the person and
such additional factors as the Board or Committee shall deem relevant to the
accomplishment of the purposes of the Plan. The Board or Committee may also
utilize guidelines set forth in other compensation plans of the Company in
determining any matters related to the grant of Options hereunder, provided that
the use of such guidelines comports with applicable law.

b. Allotment of Shares. Options granted hereunder may, at the discretion
of the Board or Committee, be: (i) Options which are intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), (ii) Options which are not intended so to qualify under
Section 422 of the Code, or (iii) both of the foregoing, if granted separately,
and not in tandem. Each Option granted under this Plan must be clearly
identified as to

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<PAGE>

its status as an incentive stock option or not. Options granted hereunder may be
allotted to participants in such amounts, subject to the limitations specified
in this Plan, as the Board or Committee, in its sole discretion, may from time
to time determine.

In the case of Options intended to be incentive stock options, the
aggregate Fair Market Value (determined at the time of the Options' respective
grants) (as defined below) of the shares with respect to which incentive stock
options are exercisable for the first time by a participant hereunder during any
calendar year (under all plans taken into account pursuant to Section 422(d) of
the Code) shall not exceed $100,000. Options hereunder not intended to qualify
as incentive stock options under Section 422 of the Code may be granted to any
Plan participant without regard to the Section 422(d) limitations.

c. Option Price. The exercise price of each share of stock covered by an
option granted hereunder shall be equal to the Fair Market Value per share of
the Company's Common Stock on the date the option is granted. If the stock is
traded in the over-the-counter market, such Fair Market Value shall be deemed to
be the average between the asked and the bid prices on such day as reported by
NASDAQ. If the stock is traded on an exchange, such Fair Market Value shall be
deemed to be the average of the high and low prices at which it is quoted or
traded on such day.

d. Time of Granting Options. The date of grant of an Option hereunder
shall, for all purposed, be the date on which the Board or Committee makes the
determination of granting such Option. Notice of the determination shall be
given to each officer or key employee to whom an Option is so granted within a
reasonable time after the date of such grant.

e. Duration and Exercise of Options. The Option term shall be ten (10)
years from the date the Option is granted, except that such term shall be
reduced with respect to any Option as outlined below in the event of death or
termination of employment or voluntary retirement of the optionee; provided that
in the case of a merger, consolidation, dissolution or liquidation of the
Company involving a "Change in Control", the expiration date and the dates on
which any part of the Option shall be exercisable for all of the shares covered
thereby may be accelerated, such the Option shall expire not less than one month
after consummation of such merger, consolidation, dissolution or liquidation,
but the effectiveness of such acceleration, and any exercise of the Option
pursuant thereto in excess of the number of shares for which it would have been
exercisable in the absence of such acceleration, shall be conditioned upon the
consummation of such merger, consolidation, dissolution or liquidation. For
purposes of this Plan a "Change of Control" means a change of control involving
the Company which is required to be reported in response to Item 5(f) of
Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended,
or any merger, tender offer, consolidation or sale of substantially all of the
assets of the Company or related series of such events, as a result of which (i)
the shareholders of the Company immediately prior to such event hold less than
50% of the outstanding voting securities of the Company or its survivor or
successor after such event, (ii) persons holding less than 20% of the Company's
stock immediately prior to such event own more than 50% of the outstanding
voting securities of the Company or its survivor or successor after such event,
or (iii) persons constituting a majority of the Board were not directors for at
least the 24 preceding months.

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<PAGE>

The exercise of any Option and delivery of the optioned shares shall be
contingent upon receipt by the Company of the full purchase price in cash. No
Option may be exercised after termination of employment of the optionee except
as hereinafter provided.

Unless the Board or Committee expressly states otherwise at the time of
grant, Options shall be exercisable on a cumulative basis for 33.3% of the
shares covered thereby on each of the first three anniversaries of the grant
thereof.

Unless the Board or Committee expressly states otherwise at the time of
grant, Options granted under the Plan may be exercised, if otherwise timely, (a)
within three months after voluntary retirement, other than voluntary retirement
by reason of disability, of the optionee at or after the age of 60 years, if
such voluntary retirement occurs on or after one year following the grant of any
Option, and (b) within three months after voluntary retirement occurring at any
age by reason of disability. In any such case, the Option may not be exercised
for more than the number of shares, if any, as to which it was exercisable by
the optionee immediately before such voluntary retirement; provided that if such
voluntary retirement was by reason of disability, the Option shall in any case
be exercisable for at least 50% of the shares covered thereby; and provided
further that if such voluntary retirement occurred when or after the optionee
attained the age of 65 years, the Option shall be exercisable for all of the
shares covered thereby.

If an optionee shall die while employed by the Company or within three
months after voluntary retirement from employment with the Company, such Option
may be exercised (to the extent that the optionee would have been entitled to do
so at the date of his death) by the legatee, personal representative or
distributees of the optionee during the balance of the term thereof, or within
one year of the date of the optionee's death, whichever is shorter.

Notwithstanding anything to the contrary herein, for a period of six
months commencing on the date of grant of an Option hereunder to a participant,
such participant may not sell any shares of Common Stock acquired upon exercise
of such Option.

"Disability" shall mean a physical or mental condition of an employee
resulting from bodily injury, disease, or mental disorder which renders him
incapable of continuing his usual and customary employment with the Company. The
disability of an employee has shall be determined by a licensed physician
selected by the Board or Committee.

5. RECAPITALIZATION

The aggregate number of shares of Common Stock which may be granted from
time to time hereunder and the aggregate number of shares of Common Stock which
may be granted to any one person shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock of the
Company resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend or other increase or decrease in
such shares, effected without receipt of consideration by the Company, if any;
provided, however, that any fractional shares resulting from any such adjustment
shall be eliminated. In the event of a change

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<PAGE>

in the Company's Common Stock which is limited to a change in the par value
thereof, or from par value to no par value, without increase in the number of
issued shares, the shares resulting from any such change shall be deemed to be
Common Stock within the meaning of the Plan.

6. ASSIGNABILITY

No Option granted hereunder shall be assignable except as specifically
provided herein. Notwithstanding anything to the contrary herein, no Option
granted hereunder shall be transferable by him or her except: (i) by will, (ii)
by the laws of descent and distribution, or (iii) pursuant to a qualified
domestic relations order as defined by the Code or in Title I of the Employee
Retirement Income Security Act, or the rules thereunder. In the case of an
Option intended to be an incentive stock option, such Option shall not be
transferable by a participant other than by will or the laws of descent and
distribution and during the optionee's lifetime shall be exercisable only by him
or her. No Option, right, or privilege hereunder shall be subject to execution,
attachment, or similar process. Upon any attempt so to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option, or of any right or privilege
conferred thereby contrary to the provisions hereof, or upon the levy of any
attachment or similar process upon such Option, right or privilege, the Option
and such rights and privileges shall immediately become null and void.

7. LISTING AND REGISTRATION OF SHARES

Each Option shall be subject to the requirement that if at any time the
Board or Committee shall determine, in its discretion, that the listing,
registration, or qualification of the shares covered thereby upon any securities
exchange or under any state or federal law or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Option or the issue or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, qualification, consent, or approval shall have
been effected or obtained free of any conditions not acceptable to the Board or
Committee.

8. EXPIRATION AND TERMINATION OF THE PLAN

Options may be granted under the Plan at any time or from time to time as
long as the total number of shares optioned or purchased under this Plan does
not exceed the number of shares of Common Stock specified in Section 3 hereof.
The Plan may be abandoned or terminated at any time by the Board or Committee
except with respect to any Options then outstanding under the Plan. No Option
shall be granted pursuant to the Plan after ten years from the effective date of
the Plan.

9. AMENDMENT OF PLAN

The Board or Committee may at any time and from time to time modify and
amend the Plan (including such form of option agreement) in any respect;
provided, however, that no such

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<PAGE>

amendment shall: (a) increase (except in accordance with Section 5) the maximum
number of shares for which Options may be granted under the Plan either in the
aggregate or to any individual employee, or (b) reduced (except in accordance
with Section 5) the minimum Option prices which may be established under the
Plan, or (c) extend the term or terms during which Options may be granted or
exercised. The termination of any modification or amendment of the Plan shall
not, without the consent of an employee, affect his rights under an Option
therefore granted to him.

10. EFFECTIVE DATE OF THE PLAN

The original effective date of this Plan was the date of its original
approval by the Board in 1986; provided, however, that the effective date of
this Amended and Restated Plan shall be April 20, 1994, subject to receipt of
prior shareholder approval. Notwithstanding the foregoing, such shareholder vote
shall have no effect on Options granted prior to such date.

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<PAGE>

AMENDMENT NO. 1
TO
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN

In accordance with a Resolution of the Carolina First Corporation Board of
Directors dated July 28, 1997 and subsequent approval of the shareholders of
Carolina First Corporation on November 18, 1997, the Amended and Restated Stock
Option Plan (the "Plan") is hereby amended to increased the shares authorized
for issuance thereunder pursuant to options to 1,500,000.

Section 4(c) of the Plan is also hereby amended to provide that the
exercise price of options granted under the Plan may be in excess of the Fair
Market Value per share of the Company's Common Stock on the date of the option
is granted.

This Amendment No. 1 shall be effective as of November 19, 1997.

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AMENDMENT 2 TO
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN

This Amendment 2 (this "Amendment") to Carolina First Corporation's
Amended and Restated Stock Option Plan, amended and restated as of April 20,
1994 and as amended effective November 18, 1997 (the "Plan") is made by Carolina
First Corporation, to be effective as of January 1, 2000. Capitalized terms not
otherwise defined in this Amendment have the meanings assigned to them in the
Plan.

The second sentence of Section 3 of the Plan is hereby deleted and
replaced with the following:

Subject to adjustment in accordance with the provisions of Section 5
hereof, the total amount of the Common Stock of the Company which may be
issued pursuant to grants under the Plan shall not exceed in the aggregate
2,500,000 shares.

Except as amended by this Amendment, the Plan is ratified and affirmed in
its entirety.

IN WITNESS WHEREOF, this Amendment is entered into as of January 1, 2000.

CAROLINA FIRST CORPORATION

By: /s/ William S. Hummers III
--------------------------
Name: William S. Hummers, III
Title: Executive Vice President

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CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7913

DESCRIPTION OF THE PLAN

The provisions of the Carolina First Corporation Common Stock Dividend
Reinvestment Plan (the "Plan"), in question and answer form, are set forth
below.

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The primary purpose of the Plan is to provide holders of record of
shares of the Company's $1 par value Common Stock ("Common Stock") the
opportunity to invest cash dividends and optional cash payments in shares of
Common Stock. Shares purchased under the Plan will be original issue shares and
have the same rights with respect to dividends and voting as all shares of
Common Stock. (See Questions 10, 12 and 13.) The Company anticipates utilizing
the reinvested dividends and optional cash payments for its general corporate
purpose, including investments in the Company's subsidiaries.

ADVANTAGES

2. WHAT ARE THE ADVANTAGES OF THE PLAN?

Participants in the Plan ("Participants") may:

< Automatically reinvest all or a portion of their Common Stock
cash dividends, without payment of a service charge or
brokerage commission, in Common Stock at 95% of the fair
market value of the Common Stock.

< Invest additional cash, up to $10,000 per month, without the
payment of a service charge or brokerage commission, in
additional shares of Common Stock. (See Questions 10, 12 and
13.)

< Invest the full amount of all dividends and optional cash
payments, since fractional share interests may be held under
the Plan.

< Avoid safekeeping and recordkeeping requirements and costs
through the free custodial service and reporting provisions of
the Plan.

ADMINISTRATION

3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?

Reliance Trust Company (the "Administrator") will administer the Plan,
purchase and hold shares of Common Stock acquired from the Company under the
Plan, keep records, send statements of account activity to Participants, and
perform other duties related to the Plan. Participants may contact the
Administrator by writing to:

Carolina First Dividend Reinvestment Plan
c/o Reliance Trust Company
P.O. Box 48449
Atlanta, GA 30340-4099

or by telephoning the Administrator toll free at 1-800-241-5568.

PARTICIPATION

4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

All holders of record of shares of Common Stock are eligible to
participate in the Plan; provided, however, if any Participants have the same
social security or federal tax identification number, the maximum amount which
all such Participants may invest as optional cash payments each month is limited
to the maximum amount that one

<PAGE>

Participant may so voluntarily invest each month. (See Question 13.) In order to
be able to participate in the Plan in their own names, beneficial owners of
shares of Common Stock whose shares are registered in names other than their own
must become holders of record by having their shares transferred into their own
names. All nominees or brokers wishing to participate in the Plan should contact
the Administrator toll free at 1-800-241-5568.

5. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?

An eligible shareholder may join the Plan by signing an Authorization
Card and returning it to the Administrator. Authorization Cards may be obtained
at any time by written request to Reliance Trust Company, P.O. Box 48449,
Atlanta, GA 30340-4099, or by telephoning toll free at 1-800-241-5568.

6. WHAT ARE A SHAREHOLDER'S PARTICIPATION OPTIONS?

Participants may elect full reinvestment or partial reinvestment of
cash dividends. If a shareholder chooses partial reinvestment, the shareholder
must designate on the Authorization Card the number of whole shares for which he
wishes to reinvest dividends. Dividends paid on all other shares registered in
the Participant's name will be paid in cash.

7. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?

An eligible shareholder may join the Plan at any time. If an
Authorization Card is received by the Administrator on or before the record date
established for payment of a particular dividend, reinvestment of dividends
under the Plan will commence with that dividend. If an Authorization Card is
received after the record date established for a particular dividend, the
reinvestment of dividends under the Plan will begin with the next succeeding
dividend. The Company anticipates that the quarterly dividend record and payment
dates will ordinarily occur on or about the following dates:

Record Date Payment Date
----------- ------------
January 15 February 1
April 15 May 1
July 15 August 1
October 15 November 1

If an Authorization Card accompanied by an optional cash payment is received by
the Administrator more than two business days prior to the next purchase date,
the optional cash payment will be used to purchase shares of Common Stock on
that purchase date. If an Authorization Card accompanied by an optional cash
payment is received by the Administrator less than two business days prior to a
purchase date, the optional cash payment will be used to purchase shares of
Common Stock on the next purchase date.

COSTS

8. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?

Because the Common Stock purchased under the Plan are original issue
shares purchased directly from the Company, Participants will incur no brokerage
commissions or service charges for purchases made under the Plan.

PURCHASES

9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?

The number of shares purchased under the Plan for each Participant will
depend on the amount of each Participant's dividends and optional cash payments,
and the market price of the Common Stock. Each Participant's account will be
credited with the number of shares, including fractions computed to four decimal
places, equal to the total amount invested under the Plan by the Participant,
divided by the applicable purchase price per share of the Common Stock.

<PAGE>

10. WHEN AND AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER
THE PLAN?

Purchases of shares with reinvested dividends will be made as of each
dividend payment date. Purchases of shares made with optional cash payments will
be made on the first business day of every month. Optional cash payments must be
received at least two business days prior to a purchase date to be used to
purchase shares on that purchase date. Participants may obtain the return of any
optional cash payment at any time up to two business days before a purchase
date. No interest will be paid on any funds received under the Plan. The
Company's quarterly dividend payment dates will ordinarily occur on the first
day of February, May, August, and November.

The prices of Common Stock purchased under the Plan with reinvested
dividends will be 95% of the average of the high and low sale prices of the
Common Stock on The Nasdaq Stock Market on the five business days preceding the
dividend payment date, as reported in The Wall Street Journal, or other
authoritative source; provided, that no purchases shall be made in the event
that this price is less than the par value of the Common Stock (presently $1.00
per share); and provided, however, that the Company may alter the discount at
which shares may be purchased hereunder so as to range from 95% to 100% of the
average of the high and low sale prices of the Common Stock on The Nasdaq Stock
Market upon giving Participants not less than 30 days prior written notice
thereof.

The prices of Common Stock purchased under the Plan with optional cash
payments will be 100% of the average of the high and low sale prices of the
Common Stock on The Nasdaq Stock Market on the five business days preceding the
monthly purchase date, as reported in The Wall Street Journal, or other
authoritative source, provided that no purchases shall be made in the event that
this price is less than the par value of the Common Stock (presently $1.00 per
share); provided, however, that the Company may, upon 30 days prior written
notice to Participants, amend the Plan to permit a discount on shares purchased
with optional cash payments.

11. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?

Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan on behalf of a Participant will not be issued in
a Participant's name. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued in the Participant's name
without charge upon receipt by the Administrator of a written request therefor
from the Participant. Certificates representing fractional share interests will
not be issued under any circumstances. (See Question 17.)

OPTIONAL CASH PAYMENTS

12. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?

Optional cash payments may be made only by Common Shareholders who are
having dividends reinvested under the Plan. An optional cash payment may be made
by enclosing a check or money order payable to "Reliance Trust Company, Agent"
together with an Authorization Card or with an Optional Cash Payment Form
provided at the bottom of a Plan account statement referred to in Question 14
below and mailing them to the Administrator. The deadline for receiving optional
cash payments to be invested is 5:00 p.m., Greenville, South Carolina time, on
the second business day prior to each monthly purchase date.

13. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?

The same amount of money does not need to be sent each month, and a
Participant is under no obligation to make an optional cash payment in any
month. Any optional cash payments, however, must not be less than $25.00 per
payment nor may such payments by any Participant aggregate more than $10,000.00
in any calendar month, subject to the right of the Company from time to time to
change such amounts or to eliminate optional cash payments upon giving
Participants in the Plan not less than 30 days prior written notice of the
effective date of such change; provided, however, any such change shall not
occur more often than once every three months.

REPORTS TO PARTICIPANTS

14. WHAT REPORTS WILL BE SENT TO PARTICIPANTS?

As soon as practicable after each purchase made under the Plan on
behalf of a Participant, the Participant will receive a statement showing the
amount invested, the purchase price, the number of shares purchased, and other
information regarding the status of the Participant's account as of the date of
such statement. Each Participant is responsible for retaining these statements
in order to establish the cost basis of his shares purchased under the Plan for
tax purposes.

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<PAGE>

WITHDRAWAL OF SHARES IN PLAN ACCOUNTS

15. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?

A Participant may withdraw all or any portion of the whole shares of
Common Stock held in the Participant's account under the Plan by notifying the
Administrator in writing to that effect. The notice should be sent to Reliance
Trust Company, P.O. Box 49449, Atlanta, GA 30340-4099. A certificate for the
whole shares so withdrawn will be issued in the name of and mailed to the
Participant. In no case will certificates for fractional share interests be
issued. (See Question 17.)

TERMINATION OF PARTICIPATION

16. HOW MAY A PARTICIPANT'S PARTICIPATION IN THE PLAN BE TERMINATED?

A Participant may terminate participation in the Plan at any time by
notifying the Administrator in writing to that effect; however, any notice of
termination received by the Administrator between a dividend record date and
payment date will not be effective insofar as that dividend is concerned. Any
such termination notice should be sent to Reliance Trust Company, P.O. Box
49449, Atlanta, GA 30340-4099. The Company may also terminate a Participant's
participation in the Plan by giving written notice to that effect to a
Participant at any time; however, if such notice is given between a dividend
record date and payment date, such termination shall not be effective insofar as
that dividend is concerned.

17. WHAT HAPPENS TO THE WHOLE SHARES AND ANY FRACTIONAL SHARE INTEREST
IN A PARTICIPANT'S ACCOUNT WHEN A PARTICIPANT'S PARTICIPATION IN THE
PLAN IS TERMINATED?

Upon termination of a Participant's participation in the Plan, a
certificate for the number of whole shares in the Participant's account will be
issued in the name of and mailed to the Participant. In lieu of issuing a
certificate for any fractional share interest remaining in a terminated
Participant's account, the fractional share interest will be liquidated, and a
check for the net proceeds resulting from such liquidation will be mailed to the
Participant.

Upon termination of participation in the Plan, a Participant may send a
written request to the Administrator that the whole shares in a Participant's
account be sold. The Administrator will make such a sale for the Participant's
account as soon as possible after processing the request for termination. The
Participant will receive the proceeds, less any brokerage fees, from the sale of
the whole shares, as well as the cash value of any fractional shares.

OTHER INFORMATION

18. HOW DOES THE PLAN'S SHARE SAFEKEEPING FEATURE WORK?

At the time of enrollment in the Plan, or at any later time,
Participants may use the Plan's share safekeeping service to deposit any Common
Stock certificates in their possession with the Administrator. Shares deposited
will be transferred into the name of the Administrator or its nominee and
credited to the Participant's account under the Plan. Thereafter, such shares
will be treated in the same manner as shares purchased through the Plan. By
using the Plan's share safekeeping service, Participants no longer bear the risk
associated with loss, theft or destruction of share certificates.

Participants who wish to deposit their Common Stock certificates with
the Administrator must mail their request and their certificates to the
Administrator. The certificates should not be endorsed. It is recommended that
Participants use registered, insured mail when mailing certificates to the
Administrator.

19. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL SHARES REGISTERED
IN THE PARTICIPANT'S NAME ARE TRANSFERRED OR SOLD?

If a Participant disposes of all shares of Common Stock registered in
the Participant's name on the shareholder records of the Company without
terminating participation in the Plan, the Administrator will continue to
reinvest dividends payable on the shares of Common Stock held in the
Participant's Plan account until such time as the Participant's participation in
the Plan is terminated. (See Question 16.)

20. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, STOCK
DIVIDEND OR STOCK SPLIT?

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Any Common Stock dividend or stock split issued by the Company will be
credited to the accounts of Participants based on the number of shares
(including fractional share interests) held in such accounts on the record date
for such dividend or split. In the event the Company makes available to holders
of Common Stock, rights or warrants to purchase additional shares of Common
Stock or other securities, such rights or warrants will be made available to
Participants based on the number of shares (including fractional share interests
to the extent practicable) held in their accounts on the record date established
for determining the holders of Common Stock entitled to such rights or warrants.

21. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF
SHAREHOLDERS?

If on the record date for a meeting of shareholders there are any whole
shares credited to a Participant's account under the Plan, such whole shares
will be added to the shares registered in the Participant's name on the
shareholder records of the Company and the Participant will receive one proxy
covering the total of such shares, which proxy will be voted as the Participant
directs; or, if a Participant so elects, the Participant may vote all of such
shares in person at the shareholders' meeting.

22. MAY A PARTICIPANT TRANSFER THE OWNERSHIP OF THE SHARES IN HIS PLAN
ACCOUNT?

If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to another person, whether by gift,
private sale, or otherwise, the Participant may effect such transfer by mailing
a properly completed Share Transfer Form shown on the reverse side of the Plan
account statement or an executed stock power to the Administrator. Transfers
must be made in whole share amounts. Requests for transfer are subject to the
same requirements as for transfer of Common Stock certificates generally,
including the requirement of a medallion stamp guarantee on the stock power.
Share Transfer Forms and Stock Power Forms are available from the Administrator.

Once shares in a Plan account are transferred, the transferee must
obtain an Authorization Card from the Administrator to enroll the shares in the
Plan. Transferred shares will not be automatically enrolled in the Plan. The
transferee may send the Authorization Card to the Administrator at the same time
as the transferor submits the Share Transfer Form and the Stock Power Form to
effectuate the transfer.

23. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?

Under the current provisions of the Internal Revenue Code of 1986, as
amended, (the "Code") the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:

REINVESTED DIVIDENDS. In the case of reinvested dividends, because the
Administrator will acquire shares for a Participant's Plan account directly from
the Company, the Participant must include in gross income a dividend amount
equal to the number of shares purchased with the Participant's reinvested
dividends multiplied by the fair market value of the Common Stock on the
relevant dividend payment date. The Participant's basis in those shares will
also equal the fair market value of the shares on the relevant dividend payment
date.

OPTIONAL CASH PAYMENTS. The Participant's basis in shares acquired with
optional cash payments will be the price actually paid by the Participant for
such shares. If, however, the Company were to modify the Plan to permit a
discount on the purchase price of shares purchased with optional cash payments,
the amount of the discount, as determined by the difference between the fair
market value of the Common Stock received and the amount of cash paid for it,
will be treated as a dividend for tax purposes.

ADDITIONAL INFORMATION. The holding period for the Plan Shares will
begin the day after the date the shares are acquired. In general, the corporate
dividends-received deduction has been reduced to 70% and may be further reduced.
Corporate shareholders also should be aware that the Internal Revenue Code of
1986, as amended, limits the availability of the dividends-received deduction
under various special rules, including the situation where a holder of stock
incurs indebtedness directly attributable to such stock. Corporate shareholders
who participate in the Plan should consult their own tax advisers to determine
their eligibility for the dividends-received deduction.

A Participant will not realize any taxable income when he or she
receives certificates for whole shares credited to his or her account under the
Plan, either upon a request for such certificates or upon termination of the
Plan. However, a Participant who receives, upon withdrawal from or termination
of the Plan, a cash payment for the sale of Plan Shares held for such
Participant's account under the Plan or for a fractional share then held in his
or her Plan account will realize gain or loss measured by the difference between
the amount of the cash received and the Participant's basis in such shares or
fractional share. If, as usually is the case, the Common

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Stock is a capital asset in the hands of a Participant, such gain will be
short-term or long-term capital gain, depending upon whether the holding period
for such shares is more or less than one year.

The above is intended only as a general discussion of the current
federal income tax consequences of participation in the Plan. Participants
should consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan.

24. WILL THE SHARES PURCHASED UNDER THE PLAN BE LISTED ON THE NASDAQ STOCK
MARKET?

The Company will take all steps necessary to seek approval of the
shares for quotation on The Nasdaq Stock Market, subject to official notice of
issuance. The Company shall give such notice to Nasdaq as may be required to
permit the listing of the Common Stock issued in connection with the Plan.

25. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE ADMINISTRATOR
UNDER THE PLAN?

Neither the Company nor the Administrator shall be liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claims of liability (i) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt by the
Administrator of notice in writing of such death, (ii) with respect to the price
at, or terms upon which, shares of Common Stock may be purchased under the Plan
or the times such purchases may be made, or (iii) with respect to any
fluctuation in the market value of the Common Stock before, at or after the time
any such purchases may be made, nor shall they have any duties, responsibilities
or liabilities except such as are expressly set forth hereunder. The terms and
conditions of the Plan shall be governed by the laws of the State of South
Carolina.

26. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN THE PRICE OF THE COMMON
STOCK?

A Participant's investment in shares held in a Plan account is no
different than an investment in shares not held in a Plan account. Each
Participant bears the risk of loss and the benefits of gain from market price
changes with respect to all shares.

Neither the Company nor the Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price. Each Participant should recognize that neither the
Company nor the Administrator can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.

27. MAY THE PLAN BE CHANGED OR DISCONTINUED?

The Company reserves the right to modify, suspend or terminate the Plan
at any time. Participants will be notified of any such modification, suspension
or termination.

28. HOW IS THE PLAN TO BE INTERPRETED?

Any question of interpretation arising under the Plan will be
determined by the Company, and such determination shall be final.

29. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN?

The Administrator:

Carolina First Dividend Reinvestment Plan
c/o Reliance Trust Company
P.O. Box 48449
Atlanta, GA 30340-4099
1-800-241-5568 (between 9:00 a.m. and 5:00 p.m. eastern time)

The Company:

Carolina First Corporation
Shareholder Relations Department
P.O. Box 1029
Greenville, SC 29602

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1-864-255-4919 (between 9:00 a.m. and 5:00 p.m. eastern time)

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AMENDMENT 1 TO
CAROLINA FIRST CORPORATION
AMENDED COMMON STOCK DIVIDEND REINVESTMENT PLAN

This Amendment 1 (this "Amendment") to Carolina First Corporation's
Amended Common Stock Dividend Reinvestment Plan, amended as of June 27, 1996
(the "Plan") is made by Carolina First Corporation, to be effective as of June
30, 2000.

The Plan is hereby amended to increase the shares of common stock of
Carolina First Corporation issuable thereunder from 300,000 to 450,000.

Except as amended by this Amendment, the Plan is ratified and affirmed
in its entirety.

IN WITNESS WHEREOF, this Amendment is entered into as of March 2, 2000.

CAROLINA FIRST CORPORATION

By: /s/ William S. Hummers III
--------------------------
Name: William S. Hummers, III
Title: Executive Vice President

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CAROLINA FIRST CORPORATION AMENDED AND RESTATED FORTUNE 50 PLAN

ARTICLE I
PURPOSE OF THE PLAN

The Carolina First Corporation Amended and Restated Fortune 50 Plan is intended
to enhance the profitability and value of the Company by providing
performance-based incentives and additional equity ownership opportunities to
Eligible Employees of the Company and its subsidiaries.

ARTICLE II
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

2.1 GENERAL DEFINITIONS. As used herein, the following
capitalized terms have the following respective meanings.

(A) "AWARD" means any Option granted to an Eligible Employee
pursuant to Section 6.1 of the Plan, including all rights and
interests that arise out of or are otherwise related to such
Option.

(B) "AWARD TERM SHEET" means the document provided to or
otherwise made available to a Participant which describes the
Award granted to the Participant and sets forth the terms,
conditions and restrictions specific to the Award.

(D) "COMMITTEE" means a committee of the Company comprised of
the Chief Executive Officer, the Chief Financial Officer and
the Chief Human Resources Executive, or any other committee
designated by the Board to administer the Plan.

(E) "COMMON STOCK" means the Company's common stock, par value
$1.00 per share.

(F) "COMPANY" means Carolina First Corporation and its
successors.

(G) "DATE OF GRANT" means the date of grant of an Award under
the Plan as set forth on an Award Term Sheet.

(H) "DISABILITY" means a disability which would entitle a
Participant to receive a disability benefit under the
Company's Long-Term Disability Plan, as from time to time in
effect, whether or not the Participant is then participating
in such Plan.

(I) "ELIGIBLE EMPLOYEE" means any person employed by the
Company or one of its subsidiaries who works at least twenty
hours per week.

(J) "FAIR MARKET VALUE" means the average of the bid and ask
prices at closing of a share of Common Stock as reported on
the Nasdaq National Market for a given date or, in the absence
of sales on a given date, such average for the immediate
preceding day on which such sales were reported.

(K) "OPTION" means an option granted under the Plan to
purchase shares of Common Stock and having such terms,
conditions and restrictions as the Committee determines.

(L) "ORIGINAL ELIGIBLE EMPLOYEE" means any person who was an
Eligible Employee continuously from October 1, 1999 through
the Date of Grant for such person.

<PAGE>

(M) "ORIGINAL OPTION PRICE" means $19.8125.

(N) "PARTICIPANT" means an Eligible Employee who is granted an
Award under the Plan.

(O) "PLAN" means this Carolina First Corporation Amended and
Restated Fortune 50 Plan, as amended from time to time.

(P) "RETIREMENT" means early retirement from the Company and
its Affiliates after reaching age 55 or retirement from the
Company and its Affiliates after age 65, as long as the
Eligible Employee has given at least five consecutive years of
service to the Company at the time of early retirement or
retirement.

(Q) "SHARE" means a share of Common Stock.

2.2 OTHER DEFINITIONS. Other capitalized terms used herein and
not defined above are defined where they first appear.

2.3 CONFLICTING PROVISIONS. In the event of any conflict or
other inconsistency between the terms of the Plan and the
terms of any Award Term Sheet, the terms of the Plan will
control.

ARTICLE III
SHARES AVAILABLE FOR AWARDS UNDER THE PLAN

3.1 NUMBER OF SHARES. An aggregate of up to 500,000 Shares are
available for Awards and as a basis for calculating awards
under the Plan. Shares issued with respect to Awards may be
new issue Common Stock or Common Stock purchased by the
Company for use in the Plan, or any combination thereof, as
the Company determines.

3.2 REUSAGE OF SHARES. Shares identified with Awards that for
any reason terminate or expire unexercised will thereafter be
available for other Awards under the Plan. Shares unissued
upon termination of the Plan and all awards granted hereunder
shall become authorized but unissued shares of the Company.

3.3 ADJUSTMENTS. Any change in the number of outstanding
shares of Common Stock occurring by reason of a stock split,
stock dividend, spin-off, split-up, recapitalization or other
similar event will be reflected proportionally in (a) the
aggregate number of Shares available for Awards under the
Plan, (b) the number of Shares identified as Awards then
outstanding, and (c) the purchase price of Awards then
outstanding. The number of Shares, if any, identified with an
Award, after giving effect to any such adjustment, will be
rounded down to the nearest whole Share.

ARTICLE IV
PARTICIPATION IN THE PLAN

The Committee will have sole discretionary authority to select Participants from
among Eligible Employees and determine the Award or Awards each Participant will
receive. In making such selections and determinations, the Committee will
consider such factors as it deems relevant to effect the purpose of the Plan. No
Eligible Employee will be entitled to receive any additional Awards or otherwise
further participate in the Plan solely because the Eligible Employee previously
was granted an Award.

<PAGE>

ARTICLE V
ADMINISTRATION OF THE PLAN

Subject to the terms of the Plan, the Committee will have sole discretionary
authority to determine the category or categories of Eligible Employees to whom
Awards will be granted, the type and amount of each Award to be granted to each
Eligible Employee in such category or categories, the date of issuance and
duration of each Award, the purchase price of each Award, and such other Award
terms, conditions and restrictions as the Committee deems advisable.
Notwithstanding anything in the Plan to the contrary, the Committee may delegate
any or all of its authority under the Plan to such officers of the Company as
the Committee may designate from time to time. All decisions of the Committee
and any such officers made pursuant to the authority granted herein or delegated
by the Committee will be final and binding on all parties.

ARTICLE VI
AWARDS

6.1 TYPES. The Committee may grant Options under the Plan
having such terms, conditions and restrictions as the
Committee determines.

6.2 PRICE. For Original Eligible Employees, the purchase price
will be the Original Option Price. For all other Eligible
Employees, the purchase price will be the higher of the
Original Option Price and the Fair Market Value on the date
the Option is granted.

6.3 EXERCISE TERM. The Committee will determine the term of
each Award, PROVIDED that (a) no Award will be exercisable
after ten years from the Date of Grant and (b) no Award will
be exercisable unless a registration statement for the Shares,
if any, underlying the Award is then in effect under the
Securities Act of 1933, as amended, or unless in the opinion
of legal counsel registration under such act is not required.

6.4 PAYMENT OF PURCHASE PRICE. Under exercise of an Option
that requires a payment from the Participant to the company,
the amount due the Company may be paid by cash or such other
method as the Committee determines.

6.5 AWARD TERM SHEET. Each Award will be evidenced by an Award
Term Sheet in such form and not inconsistent with the Plan as
the Committee may approve from time to time. The Committee may
include in each Award Term Sheet such terms and conditions it
deems necessary or advisable, including the following: the
terms, conditions and restrictions of the Award; the purchase
price and acceptable methods of payment of the purchase price;
the Award's duration; the effect on the Award of the
Participant's death, Disability, Retirement or other
termination of employment; and the restrictions against
transfer, if any, on the Award or the Shares subject to the
Award.

6.6 WITHHOLDING TAXES. The Company and its subsidiaries have
the right to withhold, at any time any distribution is made
under the Plan, whether in cash or in Shares, or at the time
any Award is exercised, all amounts necessary to satisfy
federal, state and local withholding requirements related to
such distribution or exercise. Any required withholding may be
satisfied by cash or the Company's withholding of Shares
having a Fair Market Value equal to the amount required to be
withheld, as provided in the Award Term Sheet.

<PAGE>

ARTICLE VII
MISCELLANEOUS PROVISIONS

7.1 TERMINATION OF EMPLOYMENT.

7.1.1 DUE TO DEATH, DISABILITY OR
RETIREMENT. If a Participant ceases to be an Eligible
Employee by reason of the Participant's death,
Disability or Retirement, all of the Participant's
Awards will immediately become exercisable and will
continue to be exercisable until the earlier of three
(3) months after such death, Disability or Retirement
or the Awards' stated expiration date.

7.1.2 OTHER THAN DUE TO DEATH, DISABILITY OR
RETIREMENT. Except as otherwise determined by the
Committee, if a Participant ceases to be an Eligible
Employee for any reason other than death, Disability
or Retirement, all of the Participant's Awards
consisting of unexercised, vested shares will
continue to be exercisable until the earlier of three
(3) months after such eligibility ceases or the
Awards' stated expiration date. All of the
Participant's Awards consisting of unvested shares
will immediately terminate without notice of any
kind.

7.1.3 INTERCOMPANY TRANSFERS. Transfers to a
Participant's employment between the Company and a
subsidiary or between subsidiaries will not by itself
constitute termination of the Participant's Eligible
Employee status for purposes of any Award.

7.2 NONTRANSFERABILITY. Except as otherwise determined by the
Committee, (a) an Award may be exercised during a
Participant's lifetime only by the Participant or the
Participant's legal guardian or legal representative, and (b)
no Award may be assigned, hypothecated or otherwise
transferred by the Participant to whom it was granted other
than by will or pursuant to the laws of descent and
distribution.

7.3 "CHANGE IN CONTROL." For the purposes of the Plan, a
"Change in Control" of the Company shall be deemed to have
occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied.

(I) any person, as defined in Section 3(a)(9) of the Exchange
Act, as such term is modified in Sections 13(d) and 14(d) of
the Exchange Act (other than (A) any employee plan established
by the Company, (B) the Company or any of its affiliates (as
defined in Rule 12b-2 promulgated under the Exchange Act), (C)
an underwriter temporarily holding securities pursuant to an
offering of such securities, or (D) a corporation owned,
directly or indirectly, by shareholders of the Company in
substantially the same proportions as their ownership of the
Company) (a "Person"), is or becomes the beneficial owner (as
defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such person
any securities acquired directly from the Company)
representing 25% or more of the combined voting power of the
Company's then outstanding voting securities;

(II) during any period of up to two consecutive years (not
including any period prior to the effective date of this
amendment) individuals who, at the beginning of such period,
constitute the Board cease for any reason to constitute at
least a majority thereof, provided that any person who becomes
a director subsequent to the beginning of such period and
whose nomination for election is approved by at least
two-thirds of the directors then still in office who either
were directors at the beginning of such period or whose
election or nomination for election was previously so approved
(other than a director (A) whose initial assumption of office
is in
<PAGE>

connection with an actual or threatened election contest
relating to the election of the director of the Company, as
such terms are used in Rule 14a-11 of Regulation 14A under the
Exchange Act or (B) who was designated by a Person who has
entered into an agreement with the Company to effect a
transaction described in clause (i), (iii) or (iv) hereof)
shall be deemed a director as of the beginning of such period;

(III) the shareholders of the Company approve a merger of
consolidation of the Company with any other corporation (other
than (A) a merger of consolidation that would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any parent thereto, in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of any Corporation)
at least 51% of the combined voting power of the voting
securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (B) a merger of consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes a beneficial
owner (as defined in clause (i) above), directly or
indirectly, or securities of the Company (not including in the
securities beneficially owned by such Person any securities
acquired directly from the Company representing 25% or more of
the combined voting power of the Company's then outstanding
voting securities)); or

(IV) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the
sale or disposition of the Company of all or substantially all
of the Company's assets, other than a sale or disposition by
the Company of all or substantially all of the Company's
assets to an entity, at least 75% of the combined voting power
of the voting securities of which are owned by persons in
substantially the same proportions as their ownership of the
Company immediately prior to such sale.

Upon the occurrence of an event constituting a "Change of
Control" of the Company, all Awards will become immediately
exercisable in full and all conditions or restrictions to the
receipt thereof will immediately terminate.

7.4 NO EMPLOYMENT CONTRACT. Neither the adoption of the Plan
nor the grant for any Award will (a) confer upon any Eligible
Employee any right to continued employment with the Company or
any subsidiary or (b) interfere in any way with the right of
the Company or any subsidiary to terminate at any time the
employment of any Eligible Employee.

7.5 AMENDMENT OF PLAN. The Committee may at any time suspend,
terminate or amend the Plan without necessity of notice in its
sole discretion.

7.6 DURATION OF THE PLAN. The Plan will become effective upon
its approval by the Board and any necessary shareholder
approval, unless earlier terminated by the Board, will remain
in effect until all Shares available for issuance under the
Plan have been issued or is sooner terminated by the
Committee. Awards may be made subject to receipt of
shareholder approval at the next annual meeting of the
Company's shareholders.